<PAGE>
As filed with the Securities and Exchange Commission on April 28, 2000
Registration No. 33- 83560
811-8750
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.___
Post-Effective Amendment No. 10 X
--
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 11 X
--
AUSA ENDEAVOR VARIABLE ANNUITY ACCOUNT
--------------------------------------
(Exact Name of Registrant)
AUSA LIFE INSURANCE COMPANY, INC.
---------------------------------
(Name of Depositor)
666 Fifth Avenue, New York, New York 10103
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code
(212) 246-5234
Frank A. Camp, Esquire
AUSA Life Insurance Company, Inc.
4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499
(Name and Address of Agent for Service)
Copy to:
Frederick R. Bellamy, Esquire
Sutherland, Asbill & Brennan L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
1
<PAGE>
Title of Securities Being Registered:
Flexible Premium Variable Annuity Policies
______________
It is proposed that this filing will become effective:
______________
_____ immediately upon filing pursuant to paragraph (b) of Rule
485.
__X__ on May 1, 2000 pursuant to paragraph (b) of Rule 485.
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule
485.
_____ on ______ pursuant to paragraph (a)(1) of Rule
485.
If appropriate, check the following box:
_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
2
<PAGE>
THE ENDEAVOR VARIABLE ANNUITY
Issued Through
AUSA ENDEAVOR VARIABLE ANNUITY ACCOUNT
and
AUSA ENDEAVOR TARGET ACCOUNT
by
AUSA LIFE INSURANCE COMPANY, INC.
Prospectus
May 1, 2000
This prospectus and the mutual fund prospectuses give you important
information about the policies and the mutual funds. Please read them
carefully before you invest and keep them for future reference.
If you would like more information about The Endeavor Variable Annuity policy,
you can obtain a free copy of the Statement of Additional Information (SAI)
dated May 1, 2000. Please call us at (800) 525-6205 or write us at: AUSA Life
Insurance Company, Inc., Financial Markets Division, Variable Annuity
Department, 4333 Edgewood Road N.E., Cedar Rapids, Iowa, 52499-0001. A
registration statement, including the SAI has been filed with the Securities
and Exchange Commission (SEC) and is incorporated herein by reference.
Information about the variable annuity can be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. You may obtain information about the
operation of the public reference room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a web site (http://www.sec.gov) that contains the
prospectus, the SAI, material incorporated by reference, and other
information. The table of contents of the SAI is included at the end of this
prospectus.
Please note that the policies and the separate account investment choices:
. are not bank deposits
. are not federally insured
. are not endorsed by any bank or government agency
. are not guaranteed to achieve their goal
. are subject to risks, including loss of premium
The Securities and Exchange Commission has not approved or disapproved these
securities, or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
This flexible premium deferred annuity policy has many investment choices.
There are two separate accounts: (1) a mutual fund account; and (2) a target
account. The mutual fund subaccounts and the target series subaccounts are
listed below. You bear the entire investment risk for all amounts you put in
either separate account. There is also a fixed account, which offers an
interest rate that is guaranteed by AUSA Life Insurance Company, Inc. (AUSA
Life). You can choose any combination of these investment choices.
ENDEAVOR SERIES TRUST
Dreyfus Small Cap Value Portfolio
Dreyfus U.S. Government Securities Portfolio
Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
Endeavor Enhanced Index Portfolio
Endeavor High Yield Portfolio
Endeavor Janus Growth Portfolio
Endeavor Opportunity Value
Endeavor Value Equity Portfolio
Endeavor Select Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
T. Rowe Price International Stock Portfolio
TRANSAMERICA VARIABLE
INSURANCE FUND, INC.
Transamerica VIF Growth Portfolio
VARIABLE INSURANCE PRODUCTS FUND
(VIP) - SERVICE CLASS 2
Fidelity - VIP Equity-Income Portfolio
VARIABLE INSURANCE PRODUCTS FUND II
(VIP II) - SERVICE CLASS 2
Fidelity - VIP II Contrafund(R) Portfolio
VARIABLE INSURANCE PRODUCTS FUND III (VIP III) - SERVICE CLASS 2
Fidelity - VIP III Growth Opportunities Portfolio
Fidelity - VIP III Mid Cap Portfolio
WRL SERIES FUND, INC.
WRL Alger Aggressive Growth
WRL Goldman Sachs Growth
WRL Janus Global
WRL NWQ Value Equity
WRL Pilgrim Baxter Mid Cap Growth
WRL Salomon All Cap
WRL T. Rowe Price Dividend Growth
WRL T. Rowe Price Small Cap
THE TARGET ACCOUNT
The DowSM Target 10 (January Series)
The DowSM Target 5 (January Series)
<PAGE>
TABLE OF CONTENTS Page
<TABLE>
<S> <C>
GLOSSARY OF TERMS........................................................... 3
SUMMARY..................................................................... 4
ANNUITY POLICY FEE TABLE.................................................... 8
EXAMPLES.................................................................... 12
1.THE ANNUITY POLICY........................................................ 14
2.PURCHASE.................................................................. 14
Policy Issue Requirements................................................. 14
Premium Payments.......................................................... 14
Initial Premium Requirements.............................................. 14
Additional Premium Payments............................................... 14
Maximum Total Premium Payments............................................ 15
Allocation of Premium Payments............................................ 15
Policy Value.............................................................. 15
3.INVESTMENT CHOICES........................................................ 15
The Separate Accounts..................................................... 15
The Mutual Fund Account................................................... 15
The Target Account........................................................ 16
The Fixed Account......................................................... 21
Transfers................................................................. 21
4.PERFORMANCE............................................................... 22
5.EXPENSES.................................................................. 23
Surrender Charges......................................................... 23
Mortality and Expense Risk Fee............................................ 23
Administrative Charges.................................................... 24
Premium Taxes............................................................. 24
Federal, State and Local Taxes............................................ 24
Transfer Fee.............................................................. 24
Portfolio Management Fees................................................. 24
Target Account Fees....................................................... 24
6.ACCESS TO YOUR MONEY...................................................... 25
Surrenders................................................................ 25
Delay of Payment and Transfers............................................ 25
7. ANNUITY PAYMENTS (THE INCOME PHASE)...................................... 25
Annuity Payment Options................................................... 26
8.DEATH BENEFIT............................................................. 27
When We Pay A Death Benefit............................................... 27
When We Do Not Pay A Death Benefit........................................ 27
Amount of Death Benefit................................................... 28
</TABLE>
<TABLE>
<S> <C>
Guaranteed Minimum Death Benefit.......................................... 28
Adjusted Partial Withdrawal............................................... 28
9.TAXES..................................................................... 28
Annuity Policies in General............................................... 29
Qualified and Nonqualified Policies....................................... 29
Withdrawals - Qualified Policies.......................................... 29
Withdrawals - 403(b) Policies............................................. 29
Tax Status of the Policy.................................................. 30
Withdrawals - Nonqualified Policies....................................... 30
Taxation of Death Benefit Proceeds........................................ 31
Annuity Payments.......................................................... 31
Transfers, Assignments or Exchanges of Policies........................... 31
Possible Tax Law Changes.................................................. 31
10.ADDITIONAL FEATURES...................................................... 32
Systematic Payout Option.................................................. 32
Dollar Cost Averaging Program............................................. 32
Asset Rebalancing......................................................... 32
11.OTHER INFORMATION........................................................ 33
Ownership................................................................. 33
Assignment................................................................ 33
AUSA Life Insurance Company, Inc.......................................... 33
The Mutual Fund Account................................................... 33
The Target Account........................................................ 33
Mixed and Shared Funding.................................................. 33
Reinstatements............................................................ 34
Voting Rights............................................................. 34
Distributor of the Policies............................................... 34
Variations in Policy Provisions........................................... 35
IMSA...................................................................... 35
Legal Proceedings......................................................... 35
Financial Statements...................................................... 35
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION................ 35
APPENDIX A
Condensed Financial Information
The Mutual Fund Account................................................... 36
APPENDIX B
Historical Performance Data
The Mutual Fund Account................................................... 39
Historical Performance Data
The Target Strategies and The Dow Jones Industrial Average................
</TABLE>
2
<PAGE>
GLOSSARY OF TERMS
Accumulation Unit--An accounting unit of measure used in calculating the policy
value in the mutual fund account and the target account before the annuity
commencement date.
Annual Stock Selection Date--The last business day of a specified 12-month
period.
Annuitant--The person during whose life any annuity payments involving life
contingencies will continue.
Annuity Commencement Date--The date upon which annuity payments are to
commence. This date may be any date at least thirty days after the policy date
and may not be later than the last day of the policy month starting after the
annuitant attains age 85, except as expressly allowed by AUSA Life. In no event
will this date be later than the last day of the policy month following
annuitant's 90th birthday.
Annuity Payment Option--A method of receiving a stream of annuity payments
selected by the owner.
Cash Value--The policy value less the surrender charge, service charge, and
premium tax charge, if any.
DJIA--The Dow Jones Industrial AverageSM. Thirty stocks chosen by the editors
of The Wall Street Journal as representative of the broad market and of
American industry.
Fixed Account--A part of the general account of AUSA Life. General account
assets consist of all of the assets of AUSA Life that are not in the mutual
fund account or the target account.
Guaranteed Period Option--The one year guaranteed interest rate period of the
fixed account which AUSA Life may offer into which premiums may be paid or
amounts transferred.
Initial Stock Selection Date--The date is December 31, 1999 for the January
Series.
Mutual Fund Account--AUSA Endeavor Variable Annuity Account, a separate account
established and registered as a unit investment trust under the Investment
Company Act of 1940, as amended (the "1940 Act"), to which premium payments
under the policies may be allocated.
Mutual Fund Subaccount--A subdivision within the mutual fund account the assets
of which are invested in a specified portfolio of the underlying funds.
Owner--The person who may exercise all rights and privileges under the policy.
The owner during the lifetime of the annuitant and prior to the annuity
commencement date is the person designated as the owner or a successor owner in
the information that we require to issue a policy.
Policy Value--The policy form refers to this as "annuity purchase value." The
value in the policy that may be used to purchase a stream of annuity payments.
On or before the annuity commencement date, this is an amount equal to:
. the premiums paid; minus
. partial withdrawals taken; plus
. interest credited in the fixed account; plus or minus
. accumulated gains or losses in the mutual fund account and the target
account; minus
. any applicable service charges, premium taxes, and transfer fees.
Target Account--A separate account established and registered as a management
investment company under the 1940 Act to which premium payments under the
policies may be allocated.
Target Series Subaccount--A subdivision within the target account, the assets
of which are invested in common stocks selected according to a specified
investment strategy, with a specific stock selection date.
(Note: The SAI contains a more extensive Glossary.)
3
<PAGE>
SUMMARY
The sections in this summary correspond to sections in this prospectus, which
discuss the topics in more detail.
1. THE ANNUITY POLICY
The flexible premium variable annuity policy offered by AUSA Life Insurance
Company, Inc. (AUSA Life, we, us or our) provides a way for you to invest on a
tax-deferred basis in the following investment choices: twenty-six subaccounts
of the mutual fund account, two subaccounts of the target account, and a fixed
account of AUSA Life. The policy is intended to accumulate money for retirement
or other long- term investment purposes.
This policy offers twenty-eight subaccounts in both the mutual fund account and
the target account that are listed in Section 3. Each mutual fund subaccount
invests exclusively in shares of one of the portfolios of the underlying funds.
Each target series subaccount invests directly in individual stocks according
to its specific investment strategy. The policy value may depend on the
investment experience of the selected subaccounts. Therefore, you bear the
entire investment risk with respect to all policy value in any subaccount. You
could lose the amount that you invest.
The fixed account offers an interest rate that AUSA Life guarantees. We
guarantee to return your investment with interest credited for all amounts
allocated to the fixed account.
You can transfer money between any of the investment choices. We reserve the
right to impose a $10 fee for each transfer in excess of 12 transfers per
policy year.
The policy, like all deferred annuity policies, has two phases: the
"accumulation phase" and the "income phase." During the accumulation phase,
earnings accumulate on a tax-deferred basis and are taxed as ordinary income
when you take them out of the policy. The income phase occurs when you begin
receiving regular payments from your policy. The money you can accumulate
during the accumulation phase will largely determine the income payments you
receive during the income phase.
2. PURCHASE
You can buy a nonqualified policy with $5,000 or more, and a qualified policy
with $1,000 or more, under most circumstances. You may also buy a tax deferred
403(b) annuity policy with $50 or more. You can add as little as $50 at any
time during the accumulation phase.
3. INVESTMENT OPTIONS
You can allocate your premium payments to one or more of the investment choices
listed below.
The following twenty-six mutual fund portfolios are described in the underlying
fund prospectuses:
Dreyfus Small Cap Value Portfolio
Dreyfus U.S. Government Securities Portfolio
Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
Endeavor Enhanced Index Portfolio
Endeavor High Yield Portfolio
Endeavor Janus Growth Portfolio
Endeavor Opportunity Value
Endeavor Value Equity Portfolio
Endeavor Select Portfolio(/1/)
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
T. Rowe Price International Stock Portfolio
Transamerica - VIF Growth Portfolio
Fidelity - VIP Equity-Income Portfolio - Service Class 2
Fidelity - VIP II Contrafund(R) Portfolio - Service Class 2
Fidelity - VIP III Growth Opportunities Portfolio - Service Class 2
Fidelity - VIP III Mid Cap Portfolio - Service Class 2
WRL Alger Aggressive Growth
WRL Goldman Sachs Growth
WRL Janus Global
WRL NWQ Value Equity
WRL Pilgrim Baxter Mid Cap Growth
WRL Salomon All Cap
WRL T. Rowe Price Dividend Growth
WRL T. Rowe Price Small Cap
(/1/)Formerly known as Endeavor Select 50 Portfolio.
4
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The following two target series subaccounts are described later in this
prospectus:
The Dow SM Target 10 (January Series)
The Dow SM Target 5 (January Series)
Depending upon their investment performance, you can make or lose money in any
of the mutual fund subaccounts or target series subaccounts.
You can also allocate your premium payments to the fixed account.
4. PERFORMANCE
The value of the policy will vary up or down depending upon the investment
performance of the mutual fund subaccounts or target series subaccounts you
choose. We provide performance information in Appendix B and in the SAI. This
data does not indicate future performance.
5. EXPENSES
No deductions are made from premium payments at the time you buy the policy so
that the full amount of each premium payment is invested in one or more of your
investment choices.
We may deduct a surrender charge of up to 7% of premium payments withdrawn
within seven years after the premium is paid. To calculate surrender charges,
we consider the premium you paid to come out before any earnings.
We deduct daily mortality and expense risk fees and administrative charges each
year from the assets in each mutual fund subaccount and target series
subaccount.
The charges are the following annual percentages of assets:
. 1.55% in the first seven policy years and 1.40% thereafter, for the Annual
Step-Up Death Benefit; and
. 1.40% in the first seven policy years and 1.25% thereafter, for the Return
of Premium Death Benefit.
During the accumulation phase, we deduct an annual service charge of no more
than $35 from the policy value on each policy anniversary. The charge is waived
if the sum of all premium payments, minus all partial withdrawals, is at least
$50,000.
We will deduct state premium taxes, which currently range from 0% to 3.50%,
upon total surrender, payment of a death benefit or when annuity payments
begin.
The value of the net assets of the mutual fund subaccounts will reflect the
management fee and other expenses incurred by the underlying portfolios. The
value of the net assets of the target series subaccounts will reflect the
management fee and other expenses incurred by the manager in operating each
target series subaccount.
6. ACCESS TO YOUR MONEY
You can generally take out $500 or more anytime during the accumulation phase
(except under certain qualified policies). After one year, you may take out up
to 10% of the policy value free of surrender charges once each year. Amounts
withdrawn in the first year, or in excess of the 10% free amount, may be
subject to a surrender charge. You may also have to pay income tax and a tax
penalty on any money you take out. Access to amounts held in qualified policies
may be restricted or prohibited.
Access to amounts held on qualified plans may be restricted or prohibited.
7. ANNUITY PAYMENTS (THE INCOME PHASE)
The policy allows you to receive income under one of five annuity payment
options. You may choose from fixed payment options, variable payment options,
or a combination of both. If you select a variable payment option, the dollar
amount of your payments may go up or down.
8. DEATH BENEFIT
If you are both the owner and the annuitant and you die before the income phase
begins, then your beneficiary will receive a death benefit.
Naming different persons as owner and annuitant can affect whether the death
benefit is payable
5
<PAGE>
and to whom amounts will be paid. Use care when naming owners, annuitants, and
beneficiaries, and consult your agent if you have questions.
You generally may choose one of the following guaranteed minimum death
benefits:
. Annual Step-Up
. Return of Premium
Charges are lower for the Return of Premium Death Benefit, than they are for
the Annual Step-Up Death Benefit.
If an owner is not the annuitant, no death benefit is paid if that owner dies.
9. TAXES
Your earnings, if any, are not taxed until you take them out. If you take money
out during the accumulation phase, earnings come out first for federal tax
purposes, and are taxed as ordinary income. If you are younger than 59 1/2 when
you take money out, you may be charged a 10% federal penalty tax on the
earnings. Payments during the income phase may be considered partly a return of
your original investment so that part of each payment would not be taxable as
income.
10. ADDITIONAL FEATURES
This policy has additional features that might interest you. These include the
following:
. You can arrange to have money automatically sent to you monthly, quarterly,
semi-annually or annually while your policy is in the accumulation phase.
This feature is referred to as the "systematic payout option." Amounts you
receive may be included in your gross income, and in certain circumstances,
may be subject to penalty taxes.
. You can arrange to have a certain amount of money (at least $500)
automatically transferred from the fixed account, the Endeavor Money Market
Subaccount, or the Dreyfus U.S. Government Securities Subaccount, either
monthly or quarterly, into your choice of mutual fund subaccounts or target
series subaccounts. This feature is called "dollar cost averaging."
. We will, upon your request, automatically transfer amounts among the mutual
fund subaccounts or target series subaccounts on a regular basis to maintain
a desired allocation of the policy value among the various mutual fund
subaccounts or target series subaccounts. This feature is called "asset
rebalancing."
The dollar cost averaging and asset rebalancing features are inconsistent with
the target series subaccounts' investment strategy.
These features may not be suitable for your particular situation.
11. OTHER INFORMATION
Right to Cancel Period. You may return your policy for a refund within 20 days
after you receive it. The amount of the refund will be the total of all premium
payments made and the accumulated gains or losses in the policy value, if any.
We will pay the refund within 7 days after we receive written notice of
cancellation and the returned policy. The policy will then be deemed void.
No Probate. Usually, when the annuitant dies, the person you choose as your
beneficiary will receive the death benefit under this policy without going
through probate. State laws vary on how the amount that may be paid is treated
for estate tax purposes.
Who should purchase the policy? This policy is designed for people seeking
long-term tax-deferred accumulation of assets, generally for retirement or
other long-term purposes; and for persons who have maximized their use of other
retirement savings methods, such as 401(k) plans. The tax-deferred feature is
most attractive to people in high federal and state tax brackets. The tax
deferral features of variable annuities are unnecessary when purchased to fund
a qualified plan. You should not buy this policy if you are looking for a
short-term investment or if you cannot take the risk of losing the money that
you put in.
There are various additional fees and charges associated with variable
annuities. You should consider whether the features and benefits of this
6
<PAGE>
policy, such as the opportunity for lifetime income payments, a guaranteed
death benefit. and the guaranteed level of certain charges, make this policy
appropriate for your needs.
Financial Statements. Financial Statements for AUSA Life and the mutual fund
subaccounts are in the SAI. There are no financial statements for the target
account because it had not commenced operations as of December 31, 1999.
12. INQUIRIES
If you need more information, please contact us at:
Service Office:
Financial Markets Division
Variable Annuity Department
AUSA Life Insurance Company, Inc.
4333 Edgewood Road N.E.
P.O. Box 3183
Cedar Rapids, IA 52406-3183
You may check your policy at www.ausalife.com/fmd. Follow the logon procedures.
You will need your pre-assigned Personal Identification Number ("PIN") to
access information about your policy.
Administrative Office:
AUSA Life Insurance Company, Inc.
666 Fifth Avenue, 25th Floor
New York, NY 10103
Home Office:
4 Manhattanville Road
Purchase, NY 10577
7
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ANNUITY POLICY FEE TABLE
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<TABLE>
<CAPTION>
Policy Owner Transaction Expenses
- ------------------------------------------------
<S> <C>
Sales Load On Purchase Payments............ 0
Maximum Surrender Charge
(as a % of premium withdrawal)(/1/)(/2/).. 7%
</TABLE>
<TABLE>
<CAPTION>
Separate Account Annual Expenses
(as a percentage of average account value)
<S> <C>
Mortality and Expense Risk Fee(/3/)..... 1.40%
Administrative Charge................... 0.15%
-----
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES.. 1.55%
</TABLE>
<TABLE>
<S> <C>
Annual Service Charge(/1/)..... $35 Per Policy
Transfer Fee(/1/).............. Currently No Fee
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Portfolio Annual
Expenses(/4/)
(as a percentage of
average net assets
and after expense
reimbursements)
- --------------------
Total
Total Account
Rule Portfolio and
Management Other 12b-1 Annual Portfolio
Fees Expenses Fees(/5/) Expenses Expenses
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dreyfus Small Cap Value(/6/).. 0.80% 0.10% 0.32% 1.22% 2.77%
Dreyfus U.S. Government
Securities(/7/).............. 0.65% 0.12% -- 0.77% 2.32%
Endeavor Asset
Allocation(/8/).............. 0.75% 0.10% 0.02% 0.87% 2.42%
Endeavor Money Market......... 0.50% 0.05% -- 0.55% 2.10%
Endeavor Enhanced Index....... 0.75% 0.03% -- 0.78% 2.33%
Endeavor High Yield(/9/)...... 0.746% 0.504% -- 1.25% 2.80%
Endeavor Janus Growth(/10/)... 0.775% 0.05% -- 0.83% 2.38%
Endeavor Opportunity
Value(/11/).................. 0.80% 0.05% 0.06% 0.91% 2.46%
Endeavor Value Equity(/12/)... 0.80% 0.07% 0.08% 0.95% 2.50%
Endeavor Select............... 1.00% 0.39% -- 1.39% 2.94%
T. Rowe Price Equity
Income(/13/)................. 0.80% 0.07% 0.01% 0.88% 2.43%
T. Rowe Price Growth
Stock(/14/).................. 0.80% 0.07% 0.01% 0.88% 2.43%
T. Rowe Price International
Stock(/15/).................. 0.90% 0.10% -- 1.00% 2.55%
Transamerica VIF
Growth(/16/)................. 0.70% 0.15% -- 0.85% 2.40%
Fidelity - VIP Equity-Income -
Service Class 2(/17/)........ 0.48% 0.10% 0.25% 0.83% 2.38%
Fidelity - VIP II
Contrafund(R) -
Service Class 2(/17/)........ 0.58% 0.12% 0.25% 0.95% 2.50%
Fidelity - VIP III Growth
Opportunities - Service Class
2(/17/)...................... 0.58% 0.13% 0.25% 0.96% 2.51%
Fidelity - VIP III Mid Cap -
Service Class 2(/17/)........ 0.57% 0.43% 0.25% 1.25% 2.80%
WRL Alger Aggressive Growth... 0.80% 0.09% -- 0.89% 2.44%
WRL Goldman Sachs
Growth(/18/)(/19/)........... 0.90% 0.10% -- 1.00% 2.55%
WRL Janus Global(/20/)........ 0.80% 0.12% -- 0.92% 2.47%
WRL NWQ Value Equity.......... 0.80% 0.10% -- 0.90% 2.45%
WRL Pilgrim Baxter Mid Cap
Growth(/18/)(/21/)........... 0.90% 0.10% -- 1.00% 2.55%
WRL Salomon All
Cap(/18/)(/22/).............. 0.90% 0.10% -- 1.00% 2.55%
WRL T. Rowe Price Dividend
Growth(/18/)(/23/)........... 0.90% 0.10% -- 1.00% 2.55%
WRL T. Rowe Price Small
Cap(/18/)(/24/).............. 0.75% 0.25% -- 1.00% 2.55%
The DowSM Target 10
(January)(/25/)(/26/)(/27/).. 0.69% 0.51% -- 1.20% 2.75%
The DowSM Target 5
(January)(/25/)(/26/)(/28/).. 0.69% 0.52% -- 1.21% 2.76%
</TABLE>
- --------------------------------------------------------------------------------
8
<PAGE>
(/1/)The surrender charge and transfer fee, if any are imposed, apply to each
policy, regardless of how the policy value is allocated among the mutual
fund account, the target account and the fixed account. The annual service
charge, if any is imposed, applies only to the mutual fund account and the
target account, and is assessed on a pro rata basis relative to each
account's policy value as a percentage of the policy's total policy value.
The service charge is deducted on each policy anniversary. If applicable,
a surrender charge will only be applied to withdrawals that exceed the
amount available under certain listed exceptions. There is no transfer fee
for the first 12 transfers per year. For additional transfers, AUSA Life
may charge a fee of $10 per transfer, but currently does not charge for
any transfers.
(/2/)The surrender charge is decreased based on the number of years since the
premium payment was made, from 7% during the first year after the premium
payment was made to 0% after the seventh year after the premium payment
was made.
(/3/)Mortality and expense risk fees and the administrative charges shown are
for the Annual Step-Up Death Benefit which apply during the first seven
policy years. After the seventh policy year the total separate account
charges are 1.40%. The corresponding fees for the Return of Premium Death
Benefit are 1.40% during the first seven policy years and 1.25%
thereafter. The administrative charge may be increased in the future.
However, in no event will the total separate account charges exceed 1.55%
before the annuity commencement date. And, in no event will the total
separate account charges exceed 1.40% on or after the annuity commencement
date, regardless of the death benefit that was in effect prior to
commencement of annuity payments.
(/4/)The fee table information relating to the underlying funds was provided to
AUSA Life by the underlying funds, their investment advisers or managers,
and AUSA Life has not independently verified such information. Actual
future expenses of the portfolios may be greater or less than those shown
in the Table.
(/5/)The Board of Trustees of Endeavor Series Trust (the "Trust") and the Board
of Managers of the target account have authorized an arrangement whereby,
subject to best price and execution, executing brokers will share
commissions with the Trust's or the target account's affiliated broker.
Under supervision of the Trustees and the Managers, the affiliated broker
will use the "recaptured commissions" to promote marketing of the Trust's
shares and investments in the target account. The staff of the Securities
and Exchange Commission believes that, through the use of these recaptured
commissions, the Trust and the target account are indirectly paying for
distribution expenses, and therefore, such amounts are shown as 12b-1 fees
in the above table. This use of recaptured commissions to promote the sale
of the Trust's shares and investments in the target account involves no
additional costs to the Trust, to the target account or any owner.
Endeavor Series Trust and the target account, based on advice of counsel,
do not believe that recaptured brokerage commissions should be treated as
12b-1 fees. For more information on the Trust's Brokerage Enhancement
Plan, see the Trust's prospectus accompanying this Prospectus. For more
information on the target account Brokerage Enhancement Plan, see the
target account's section of this prospectus.
(/6/)For the Dreyfus Small Cap Value Portfolio, the management fees were 0.80%
and other expenses before reimbursements were 0.10%. Therefore, Total
Portfolio Annual Expenses before reimbursements (reduced by custodial
offset arrangements) for the period ended December 31, 1999 were 0.90%.
(/7/)For the Dreyfus U.S. Government Securities Portfolio, the management fees
were 0.65% and other expenses (reduced by custodial offset arrangements)
were 0.08%. Therefore, Total Portfolio Annual Expenses for the period
ended December 31, 1999 were 0.73%.
(/8/)For the Endeavor Asset Allocation Portfolio, the management fees were
0.75% and other expenses before reimbursements were 0.09%. Therefore,
Total Portfolio Annual Expenses and other expenses before reimbursements
(reduced by custodial offset arrangements) for the period ended December
31, 1999 were 0.84%.
(/9/)For the Endeavor High Yield Portfolio, the management fees before waivers
were 0.775% (after waivers 0.746%.) and other expenses were 0.47%.
Therefore, Total Portfolio Annual Expenses after waivers (reduced by
custodial offset arrangements) for the period ended December 31, 1999 were
1.22%.
9
<PAGE>
(/10/)For the Endeavor Janus Growth Portfolio, the management fees before
waivers were 0.80% (after waivers 0.775%) and other expenses were 0.055%.
Therefore, Total Portfolio Annual Expenses after waivers (reduced by
custodial offset arrangements) for the period ended December 31, 1999
were 0.83%.
(/11/)For the Endeavor Opportunity Value Portfolio, the management fees were
0.80% and other expenses before reimbursements were 0.05%. Therefore,
Total Portfolio Annual Expenses before reimbursements (reduced by
custodial offset arrangements) for the period ended December 31, 1999
were 0.85%.
(/12/)For the Endeavor Value Equity Portfolio, the management fees were 0.80%
and other expenses before reimbursements were 0.08%. Therefore, Total
Portfolio Annual Expenses before reimbursements (reduced by custodial
offset arrangements) for the period ended December 31, 1999 were 0.88%.
(/13/)For the T. Rowe Price Equity Income Portfolio, the management fees were
0.80% and other expenses before reimbursements were 0.07%. Therefore,
Total Portfolio Annual Expenses before reimbursements (reduced by
custodial offset arrangements) for the period ended December 31, 1999
were 0.87%.
(/14/)For the T. Rowe Price Growth Stock, the management fees were 0.80% and
other expenses before reimbursements were 0.08%. Therefore, Total
Portfolio Annual Expenses before reimbursements (reduced by custodial
offset arrangements) for the period ended December 31, 1999 were 0.87%.
(/15/)For the T. Rowe Price International Stock Portfolio, the management fees
were 0.90% and other expenses (reduced by custodial offset arrangements)
were 0.01%. Therefore, Total Portfolio Annual Expenses for the period
ended December 31, 1999 were 0.91%.
(/16/)For the Transamerica VIF Growth Portfolio, the management fees before
waivers were 0.75% and other expenses before reimbursements were 0.15%.
Therefore, Total Portfolio Annual Expenses before waivers and other
expenses before reimbursements (reduced by custodial offset arrangements)
for the period ended December 31, 1999 were 0.90%.
(/17/)Service Class 2 expenses are based on estimated expenses for the first
year. VIP expenses are without any reimbursement.
(/18/)Because WRL Goldman Sachs Growth, WRL Pilgrim Baxter Mid Cap Growth, WRL
Salomon All Cap, WRL T. Rowe Price Dividend Growth and WRL T. Rowe Price
Small Cap commenced operations on May 3, 1999, the percentages set forth
as "Other Expenses" and "Total Portfolio Annual Expenses" are estimated.
(/19/)For WRL Goldman Sachs Growth, the management fees before waivers were
0.90% and other expenses before reimbursements were 1.78%. Therefore,
Total Portfolio Annual Expenses before waivers and other expenses before
reimbursements (reduced by custodial offset arrangements) for the period
ended December 31, 1999 were 2.68%.
(/20/)For WRL Janus Global, the investment adviser currently waives 0.025% of
its advisory fee on portfolio average daily net assets over $2 billion
(net fee 0.775%). This waiver is voluntary and will be terminated on June
25, 2000.
(/21/)For WRL Pilgrim Baxter Mid Cap Growth, the management fees before waivers
were 0.90% and other expenses before reimbursements were 0.50%.
Therefore, Total Portfolio Annual Expenses before waivers and other
expenses before reimbursements (reduced by custodial offset arrangements)
for the period ended December 31, 1999 were 1.40%.
(/22/)For WRL Salomon All Cap, the management fees before waivers were 0.90%
and other expenses before reimbursements were 1.97%. Therefore, Total
Portfolio Annual Expenses before waivers and other expenses before
reimbursements (reduced by custodial offset arrangements) for the period
ended December 31, 1999 were 2.87%.
(/23/)For WRL T. Rowe Price Dividend Growth, the management fees before waivers
were 0.90% and other expenses before reimbursements were 1.45%.
Therefore, Total Portfolio Annual Expenses before waivers and other
expenses before reimbursements (reduced by custodial offset arrangements)
for the period ended December 31, 1999 were 2.35%.
(/24/)For WRL T. Rowe Price Small Cap, the management fees before waivers were
0.75% and other expenses before reimbursements were 1.71%. Therefore,
Total Portfolio Annual Expenses before waivers and other expenses before
reimbursements (reduced by custodial offset arrangements) for the period
ended December 31, 1999 were 2.46%.
10
<PAGE>
(/25/)For the target account, 0.15% of the mortality and expense risk fee
included under "Total Separate Account Annual Expenses" in this table is
deducted pursuant to a 12b-1 plan.
(/26/)In addition to the managerment fees, the target account pays all expenses
not assumed by the manager. The manager has agreed to limit each target
series subaccount's management fees and operating expenses to an annual
rate of 1.30% of the target series subaccount's average net assets. (This
limit does not include other fees and deductions such as the mortality
and expense risk fee and administrative charge.) (See the SAI for more
details.) Without this limitation, the management fees and operating
expenses for the January Series are estimated to be 1.30% for the first
year of operations.
(/27/)For The Dow SM Target 10 (January), the management fees before waivers
were 0.75% and other expenses before reimbursements were 0.43%.
Therefore, Total Portfolio Annual Expenses before waivers and other
expenses before reimbursements (reduced by custodial offset arrangements)
for the period ended December 31, 1999 were 1.18%.
(/28/) For The Dow SM Target 5 (January), the management fees before waivers
were 0.75% and other expenses before reimbursements were 0.46%. Therefore,
Total Portfolio Annual Expenses before waivers and other expenses before
reimbursements (reduced by custodial offset arrangements) for the period
ended December 31, 1999 were 1.21%.
11
<PAGE>
EXAMPLES
You would pay the following expenses on a $1,000 investment, assuming a
hypothetical 5% annual return on assets, and assuming the entire policy value
is in the applicable mutual fund subaccount or target series subaccount.
The expenses reflect different mortality and expense risk fees depending on
which death benefit you select:
A = Annual Step-Up Death Benefit (1.40% in the first seven policy years and
1.25% thereafter)
B = Return of Premium Death Benefit (1.25% in the first seven policy years and
1.10% thereafter)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
If the Policy is
annuitized at
If the Policy the end of
is surrendered the applicable time
at the end period or if
of the applicable the policy is still in
time period. the accumulation phase
--------------------------------------------------
1 3 5 10 1 3 5 10
Subaccounts Year Years Years Years Year Years Years Years
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dreyfus Small Cap Value A $ 98 $132 $175 $308 $28 $87 $148 $308
-------------------------------------------------
B $ 97 $127 $167 $294 $27 $83 $141 $294
- -------------------------------------------------------------------------------
Dreyfus U.S. Government
Securities A $ 94 $118 $152 $264 $24 $74 $126 $264
-------------------------------------------------
B $ 92 $114 $145 $249 $22 $69 $118 $249
- -------------------------------------------------------------------------------
Endeavor Asset Allocation A $ 95 $121 $157 $274 $25 $77 $131 $274
-------------------------------------------------
B $ 93 $117 $150 $259 $23 $72 $123 $259
- -------------------------------------------------------------------------------
Endeavor Money Market A $ 92 $111 $141 $241 $22 $67 $115 $241
-------------------------------------------------
B $ 90 $107 $134 $226 $20 $62 $107 $226
- -------------------------------------------------------------------------------
Endeavor Enhanced Index A $ 94 $118 $153 $265 $24 $74 $126 $265
-------------------------------------------------
B $ 92 $114 $145 $250 $22 $69 $119 $250
- -------------------------------------------------------------------------------
Endeavor High Yield A $ 99 $133 $176 $311 $29 $88 $150 $311
-------------------------------------------------
B $ 97 $128 $169 $297 $27 $83 $142 $297
- -------------------------------------------------------------------------------
Endeavor Janus Growth A $ 94 $120 $155 $270 $24 $75 $129 $270
-------------------------------------------------
B $ 93 $115 $148 $255 $23 $71 $121 $255
- -------------------------------------------------------------------------------
Endeavor Opportunity Value A $ 95 $122 $159 $278 $25 $78 $133 $278
-------------------------------------------------
B $ 94 $118 $152 $263 $24 $73 $125 $263
- -------------------------------------------------------------------------------
Endeavor Value Equity A $ 96 $124 $161 $282 $26 $79 $135 $282
-------------------------------------------------
B $ 94 $119 $154 $267 $24 $74 $127 $267
- -------------------------------------------------------------------------------
Endeavor Select A $100 $137 $183 $324 $30 $92 $157 $324
-------------------------------------------------
B $ 99 $132 $176 $310 $29 $88 $149 $310
- -------------------------------------------------------------------------------
T. Rowe Price Equity
Income A $ 95 $121 $158 $275 $25 $77 $131 $275
-------------------------------------------------
B $ 93 $117 $150 $260 $23 $72 $124 $260
- -------------------------------------------------------------------------------
T. Rowe Price Growth Stock A $ 95 $121 $158 $275 $25 $77 $131 $275
-------------------------------------------------
B $ 93 $117 $150 $260 $23 $72 $124 $260
- -------------------------------------------------------------------------------
T. Rowe Price
International Stock A $ 96 $125 $164 $287 $26 $80 $137 $287
-------------------------------------------------
B $ 95 $121 $156 $272 $25 $76 $130 $272
- -------------------------------------------------------------------------------
Transamerica VIF Growth A $ 95 $121 $156 $272 $25 $76 $130 $272
-------------------------------------------------
B $ 93 $116 $149 $257 $23 $71 $122 $257
- -------------------------------------------------------------------------------
Fidelity -- VIP Equity-
Income Service Class 2 A $ 94 $120 $155 $270 $24 $75 $129 $270
-------------------------------------------------
B $ 93 $115 $148 $255 $23 $71 $121 $255
- -------------------------------------------------------------------------------
Fidelity -- VIP II
Contrafund(R) Service
Class 2 A $ 96 $124 $161 $282 $26 $79 $135 $282
-------------------------------------------------
B $ 94 $119 $154 $267 $24 $74 $127 $267
- -------------------------------------------------------------------------------
Fidelity -- VIP III Growth
Opportunities A $ 96 $124 $162 $283 $26 $79 $135 $283
-------------------------------------------------
Service Class 2 B $ 94 $119 $154 $268 $24 $75 $128 $268
</TABLE>
- --------------------------------------------------------------------------------
12
<PAGE>
EXAMPLES continued
<TABLE>
<CAPTION>
If the Policy
is annuitized at
If the Policy the end of
is surrendered the applicable time
at the end of period or if the
the applicable Policy is still in
time period the accumulation phase.
--------------------------------------------------
1 3 5 10 1 3 5 10
Subaccounts Year Years Years Years Year Years Years Years
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity - VIP III Mid Cap
Service Class 2 A $99 $133 $176 $311 $29 $88 $150 $311
-------------------------------------------------
B $97 $128 $169 $297 $27 $83 $142 $297
- -------------------------------------------------------------------------------
WRL Alger Aggressive
Growth A $95 $122 $158 $276 $25 $77 $132 $276
-------------------------------------------------
B $94 $117 $151 $261 $24 $73 $124 $261
- -------------------------------------------------------------------------------
WRL Goldman Sachs Growth A $96 $125 $164 $287 $26 $80 $137 $287
-------------------------------------------------
B $95 $121 $156 $272 $25 $76 $130 $272
- -------------------------------------------------------------------------------
WRL Janus Global A $95 $123 $160 $279 $25 $78 $133 $279
-------------------------------------------------
B $94 $118 $152 $264 $24 $74 $126 $264
- -------------------------------------------------------------------------------
WRL NWQ Value Equity A $95 $122 $159 $277 $25 $77 $132 $277
-------------------------------------------------
B $94 $118 $151 $262 $24 $73 $125 $262
- -------------------------------------------------------------------------------
WRL Pilgrim Baxter Mid Cap
Growth A $96 $125 $164 $287 $26 $80 $137 $287
-------------------------------------------------
B $95 $121 $156 $272 $25 $76 $130 $272
- -------------------------------------------------------------------------------
WRL Salomon All Cap A $96 $125 $164 $287 $26 $80 $137 $287
-------------------------------------------------
B $95 $121 $156 $272 $25 $76 $130 $272
- -------------------------------------------------------------------------------
WRL T. Rowe Price Dividend
Growth A $96 $125 $164 $287 $26 $80 $137 $287
-------------------------------------------------
B $95 $121 $156 $272 $25 $76 $130 $272
- -------------------------------------------------------------------------------
WRL T. Rowe Price Small
Cap A $96 $125 $164 $287 $26 $80 $137 $287
-------------------------------------------------
B $95 $121 $156 $272 $25 $76 $130 $272
- -------------------------------------------------------------------------------
The DowSM Target 10
(January Series) A $98 $131 $174 $306 $28 $86 $147 $306
-------------------------------------------------
B $97 $127 $166 $292 $27 $82 $140 $292
- -------------------------------------------------------------------------------
The DowSM Target 5
(January Series) A $98 $131 $174 $307 $28 $87 $148 $307
-------------------------------------------------
B $97 $127 $167 $293 $27 $82 $140 $293
</TABLE>
- --------------------------------------------------------------------------------
The above tables will assist you in understanding the costs and expenses that
you will bear, directly or indirectly. These include the 1999 expenses of the
underlying portfolios, except for Endeavor Janus Growth, WRL Goldman Sachs
Growth,WRL Pilgrim Baxter Mid Cap Growth, WRL Salomon All Cap, WRL T. Rowe
Price Dividend Growth, and WRL T. Rowe Price Small Cap and the target series
subaccounts (whose expenses listed above are estimated for the first full year
of operations). In addition to the expenses listed above, premium taxes may be
applicable.
These examples should not be considered a representation of past or future
expenses, and actual expenses may be greater or lesser than those shown. The
assumed 5% annual return is hypothetical and should not be considered a
representation of past or future annual returns, which could be greater or less
than the assumed rate.
In these examples, the $35 annual service charge is reflected as a charge of
0.0358% based on an average policy value of $97,708.00. Normally, the service
charge would be waived if the premium payment, less partial withdrawals, is at
least $50,000 on a policy anniversary. However, $35 has been included in these
examples for illustrative purposes.
Financial Information. Condensed financial information for the mutual fund
subaccounts are in Appendix A to this prospectus. The target account had not
commenced operations as of December 31, 1999, therefore comparable data is not
available.
13
<PAGE>
1. THE ANNUITY POLICY
This prospectus describes The Endeavor Variable Annuity policy offered by AUSA
Life Insurance Company, Inc.
An annuity is a policy between you, the owner, and an insurance company (in
this case AUSA Life), where the insurance company promises to pay you an income
in the form of annuity payments. These payments begin on a designated date,
referred to as the annuity commencement date. Until the annuity commencement
date, your annuity is in the accumulation phase and the earnings (if any) are
tax deferred. Tax deferral means you generally are not taxed on your annuity
until you take money out of your annuity. After the annuity commencement date,
your annuity switches to the income phase.
The policy is a flexible premium variable annuity. You can use the policy to
accumulate funds for retirement or other long-term financial planning purposes.
The policy is a "flexible premium" policy because after you purchase it, you
can generally make additional investments of any amount of $50 or more, until
the annuity commencement date. But you are not required to make any additional
investments.
The policy is a "variable" annuity because the value of your investments can go
up or down based on the performance of your investment choices. If you invest
in the mutual fund account or the target account, the amount of money you are
able to accumulate in your policy during the accumulation phase depends upon
the performance of your investment choices. The amount of annuity payments you
receive during the income phase from the mutual fund account or the target
account also depends upon the investment performance of your investment choices
for the income phase.
The policy also contains a fixed account. The fixed account offers a one year
interest rate that AUSA Life guarantees will not decrease during each one year
period.
2. PURCHASE
Policy Issue Requirements
AUSA Life will not issue a policy unless:
. AUSA Life receives all information needed to issue the policy,
. AUSA Life receives a minimum initial premium payment;
. The annuitant and any joint owner are age 84 or younger; and
. You meet our underwriting standards.
Premium Payments
You should make checks for premium payments payable only to AUSA Life Insurance
Company, Inc. and send them to the administrative and service office. Your
check must be honored in order for AUSA Life to pay any associated payments and
benefits due under the policy.
Initial Premium Requirements
The initial premium payment for nonqualified policies must be at least $5,000,
and at least $1,000 for qualified policies. The initial premium payment for
policies issued under section 403(b) of the Internal Revenue Code is $50. We
will credit your initial premium payment to your policy within two business
days after the day we receive it and your complete policy information. If we
are unable to credit your initial premium payment, we will contact you within
five business days and explain why. We will also return your initial premium
payment at that time unless you tell us to keep it and credit it as soon as
possible.
The date on which we credit your initial premium payment to your policy is the
policy date. The policy date is used to determine policy years, policy months
and policy anniversaries.
Additional Premium Payments
You are not required to make any additional premium payments. However, you can
make additional premium payments as often as you like during the lifetime of
the annuitant and during the accumulation phase. Additional premium payments
must be at least $50. We will credit
14
<PAGE>
additional premium payments to your policy as of the business day we receive
your premium and required information. Additional premium payments must be
received before the New York Stock Exchange closes to get same-day pricing of
the additional premium payment.
Maximum Total Premium Payments
We allow premium payments up to a total of $1,000,000 without prior approval.
Allocation of Premium Payments
When you purchase a policy, we will allocate your premium payments to the
investment choices you select. Your allocation must be in whole percentages and
must total 100%. We will allocate additional premium payments the same way,
unless you request a different allocation.
If you allocate premium payment to the dollar cost averaging fixed account, you
must give us instructions regarding the mutual fund subaccount(s) and/or target
series subaccount(s) to which transfers are to be made or we cannot accept your
premium payment.
You may change allocations for future additional premium payments by sending us
written instructions. The allocation change will apply to premium payments
received on or after the date we receive the change request.
Policy Value
You should expect your policy value to change from valuation period to
valuation period. A valuation period begins at the close of trading on the New
York Stock Exchange on each business day and ends at the close of trading on
the next succeeding business day. A business day is each day that the New York
Stock Exchange is open. The New York Stock Exchange generally closes at 4:00
p.m. eastern time. Holidays are generally not business days.
3. INVESTMENT CHOICES
The Separate Accounts
There are currently twenty-eight variable subaccounts available under the
policies. There are twenty-six subaccounts of the mutual fund account and two
subaccounts of the target account.
The Mutual Fund Account
The mutual fund subaccounts invest in shares of the various underlying fund
portfolios. The companies that provide investment advice and administrative
services for the underlying fund portfolios offered through this policy are
listed below. The following mutual fund investment choices are currently
offered through this policy:
ENDEAVOR SERIES TRUST
Subadvised by The Dreyfus Corporation
Dreyfus U.S. Government Securities Portfolio
Dreyfus Small Cap Value Portfolio
Subadvised by Morgan Stanley Asset Management
Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
Subadvised by J.P. Morgan Investment Management Inc.
Endeavor Enhanced Index Portfolio
Subadvised by Massachusetts Financial Services Company
Endeavor High Yield Portfolio
Subadvised by Janus Capital Corporation
Endeavor Janus Growth Portfolio
Subadvised by OpCap Advisors
Endeavor Opportunity Value Portfolio
Endeavor Value Equity Portfolio
Subadvised by Montgomery Asset Management, LLC
Endeavor Select Portfolio
Subadvised by T. Rowe Price Associates, Inc.
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
Subadvised by Rowe Price-Fleming International, Inc.
T. Rowe Price International Stock Portfolio
TRANSAMERICA VARIABLE INSURANCE FUND, INC.
Managed by Transamerica Investment Management, LLC
Transamerica VIF Growth Portfolio
VARIABLE INSURANCE PRODUCTS FUND - SERVICE CLASS 2
Managed by Fidelity Management & Research Company
Fidelity - VIP Equity-Income Portfolio
15
<PAGE>
VARIABLE INSURANCE PRODUCTS FUND II - SERVICE CLASS 2
Managed by Fidelity Management & Research Company
Fidelity - VIP II Contrafund(R) Portfolio
VARIABLE INSURANCE PRODUCTS FUND III - SERVICE CLASS 2
Managed by Fidelity Management & Research Company
Fidelity - VIP III Growth Opportunities Portfolio
Fidelity - VIP III Mid Cap Portfolio
WRL SERIES FUND, INC.
Subadvised by Fred Alger Management, Inc.
WRL Alger Aggressive Growth
Subadvised by Goldman Sachs Asset Management
WRL Goldman Sachs Growth
Subadvised by Janus Capital Corporation
WRL Janus Global
Subadvised by NWQ Investment Management Company, Inc.
WRL NWQ Value Equity
Subadvised by Pilgrim Baxter & Associates, Ltd.
WRL Pilgrim Baxter Mid Cap Growth
Subadvised by Salomon Brothers Asset Management Inc
WRL Salomon All Cap
Subadvised by T. Rowe Price Associates, Inc.
WRL T. Rowe Price Dividend Growth
WRL T. Rowe Price Small Cap
The general public may not purchase shares of these underlying fund portfolios.
The investment objectives and policies may be similar to other portfolios and
mutual funds managed by the same investment adviser or manager that are sold
directly to the public. You should not expect the investment results of the
underlying fund portfolios to be the same as those of other portfolios or
mutual funds.
More detailed information, including an explanation of the portfolio's
investment objectives, may be found in the current prospectuses for the
underlying funds, which are attached to this prospectus. You should read the
prospectuses for the underlying funds carefully before you invest.
We may receive expense reimbursements or other revenues from the underlying
funds or their managers. The amount of these reimbursements or revenues, if
any, may be different for different funds and portfolios and may be based on
the amount of assets that AUSA Life or the mutual fund account invests in the
underlying fund portfolios.
We do not guarantee that any of the mutual fund subaccounts will always be
available for premium payments, allocations, or transfers. See the SAI for more
information concerning the possible addition, deletion or substitution of
investments.
The Target Account
This section gives information on the target account, including the management
and investment strategies, and policies. The following target account
investment choices are currently offered through this policy:
THE TARGET ACCOUNT
Subadvised by First Trust Advisors, L.P.
The Dow SM Target 10 (January Series)
The Dow SM Target 5 (January Series)
General. The target account is a managed separate account and is currently
divided into two target series subaccounts. There is currently The DowSM Target
10 Subaccount (January Series) and The DowSM Target 5 Subaccount (January
Series). Additional target series subaccounts may be established in the future
at the discretion of AUSA Life. Each target series subaccount invests according
to specific investment strategies.
Under New York law, the assets of the target account are owned by AUSA Life,
but they are held separately from the other assets of AUSA Life. To the extent
that these assets are attributable to the policy value of the policies, these
assets are not chargeable with liabilities incurred in any other business
operation of AUSA Life. Income, gains, and losses incurred on the assets in a
target series subaccount of the target account, whether or not realized, are
credited to or charged against that target series subaccount without regard to
other income, gains or losses of any other account or subaccount of AUSA Life.
16
<PAGE>
Each target series subaccount operates as a separate investment fund.
Therefore, the investment performance of any target series subaccount should be
entirely independent of the investment performance of AUSA Life's general
account assets or any other account or subaccount maintained by AUSA Life.
Management of the Target Account. The investments and administration of each
target series subaccount are under the direction of a Board of Managers. The
Board of Managers for each target series subaccount annually selects an
independent public accountant, reviews the terms of the management and
investment advisory agreements, recommends any changes in the fundamental
investment policies, and takes any other actions necessary in connection with
the operation and management of the target series subaccounts.
Endeavor Management Co., an investment adviser registered with the SEC under
the Investment Advisers Act of 1940, and an affiliate of AUSA Life, is the
target account's manager. The manager performs administerial and managerial
functions for the target account. First Trust Advisors L.P., an Illinois
limited partnership formed in 1991, and an investment adviser registered with
the SEC under the Investment Advisers Act of 1940, is the target account's
investment adviser. The adviser is responsible for selecting the investments of
each target series subaccount consistent with the investment objectives and
policies of that target series subaccount, and will conduct securities trading
for the target series subaccount. The manager has the ultimate responsibility
to oversee the adviser and recommend its hiring, termination and replacement.
Portfolio Manager. There is no one individual primarily responsible for
portfolio management decisions for the target account. Investments are made
according to the prescribed strategy under the direction of a committee.
Investment Strategy. Each of The Dow SM Target 10 Subaccounts will invest in
the common stock of the ten companies in the DJIA that have the highest
dividend yield as of a specified business day and hold those stocks for the
following 12-month period.
Each of The Dow SM Target 5 Subaccounts will invest in the common stock of the
five companies with the lowest per share stock price of the ten companies in
the DJIA that have the highest dividend yield as of a specified business day
and hold those stocks for the following 12-month period. The objective of each
target series subaccount is to provide an above-average total return through a
combination of dividend income and capital appreciation. Each target series
subaccount will function in a similar manner. Each target series subaccount
will initially invest in substantially equal amounts in the common stock of the
companies described above for each target series subaccount (as held in a
target series subaccount, such common stock is referred to as the common
shares) determined as of the initial stock selection date.
Each target series subaccount may have different investment series running
simultaneously for different 12-month periods. For example, within The Dow SM
Target 10 Subaccount there may be more than one series, each with a different
initial stock selection date. At the initial stock selection date, a percentage
relationship among the number of common shares in a series will be established.
There are currently two target series subaccounts. There are The Dow SM Target
10 Subaccount (January Series) and The Dow SM Target 5 Subaccount (January
Series), each with an initial stock selection date of December 31, 1999.
The target account may determine to offer additional target series subaccounts
in the future, which may have different selection criteria or stock selection
dates (or both).
When additional funds are deposited into the series, additional common shares
will be purchased in such numbers reflecting as nearly as practicable the
percentage relationship of the number of common shares established at the
initial purchase. Sales of common shares by the series will likewise attempt to
replicate the percentage relationship of common shares. The percentage
relationship among the number of common shares in the series should therefore
remain stable. However, given the fact that the
17
<PAGE>
market price of such common shares will vary throughout the year, the value of
the common shares of each of the companies as compared to the total assets of
the series will fluctuate during the year, above and below the proportion
established on a stock selection date.
As of the annual stock selection date, a new percentage relationship will be
established among the number of common shares described below for each series
on such date. Common shares may be sold or new shares bought each year so that
the series is equally invested in the common stock of each company meeting the
series' investment criteria. Thus the series may or may not hold shares of the
same companies as the previous year. Any purchase or sale of additional common
shares during the year will duplicate, as nearly as practicable, the percentage
relationship among the number of common shares as of the annual stock selection
date since the relationship among the value of the common shares on the date of
any subsequent transactions may be different than the original relationship
among their value. The adviser may depart from the specified strategy to meet
tax diversification requirements. (See Section 6, "TAXES--Diversification and
Distribution Requirements").
The Dow SM Target 10 Subaccount and The Dow SM Target 5 Subaccount have not
been designed so that their prices will parallel or correlate with movements in
the DJIA. It is expected that their prices will not do so.
An investment in a target series subaccount is an investment in a portfolio of
equity securities with high dividend yields in one convenient purchase.
Investing in the stocks of the DJIA with the highest dividend yields amounts to
a contrarian strategy because these shares are often out of favor. Such
strategy may be effective in achieving a target series subaccount's investment
objectives because regular dividends are common for established companies and
dividends have accounted for a substantial portion of the total return on
stocks of the DJIA as a group. However, there is no guarantee that either a
target series subaccount's objective will be achieved or that a target series
subaccount will provide for capital appreciation in excess of such target
series subaccount's expenses.
Each target series subaccount may also invest in futures and options, hold
warrants, and lend its common shares.
The Dow Jones Industrial AverageSM. The DJIA consists of 30 stocks. The stocks
are chosen by the editors of The Wall Street Journal as representative of the
broad market and of American industry. The companies are major factors in their
industries and their stocks are widely held by individuals and institutional
investors. Changes in the components of the DJIA are made entirely by the
editors of The Wall Street Journal without consultation with the companies, the
New York Stock Exchange or any official agency. For the sake of continuity,
changes are made rarely. Most substitutions have been the result of mergers,
but from time to time, changes may be made. The components of the DJIA may be
changed at any time, for any reason. Any changes in the components of the DJIA
made after the initial stock selection date of any series will not cause a
change in the identity of the common shares included in that series, including
any equity securities deposited in that series, except on an annual stock
selection date. The following is a list of the companies that comprise the DJIA
as of March 23, 2000.
ALCOA Inc.
American Express Company
AT&T Corporation
Boeing Company
Caterpillar Inc.
Citigroup Inc.
Coca Cola Company
Walt Disney Company
E.I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Mobil Corporation
General Electric Company
General Motors Corporation
Hewlett Packard Company
Home Depot Inc.
Honeywell International
Intel Corporation
International Business Machines Corporation
International Paper Company
Johnson & Johnson
J.P. Morgan & Company, Inc.
McDonald's Corporation
Merck & Company, Inc.
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Microsoft Corporation
Minnesota Mining & Manufacturing Company
Philip Morris Companies, Inc.
Procter & Gamble Company
S B C Communications Inc.
United Technologies Corporation
Wal-Mart Stores Inc.
The target account is not sponsored, endorsed, sold or promoted by Dow Jones.
Dow Jones makes no representation or warranty, express or implied, to the
owners of the target account or any member of the public regarding the
advisability of purchasing the target account. Dow Jones' only relationship to
First Trust Advisors, Endeavor and AUSA Life is the licensing of certain
copyrights, trademarks, service marks and service names of Dow Jones. Dow Jones
has no obligation to take the needs of First Trust Advisors, Endeavor, AUSA
Life or the owners of the target account into consideration in determining,
composing or calculating the Dow Jones Industrial AverageSM. Dow Jones is not
responsible for and has not participated in the determination of the terms and
conditions of the target account to be issued, including the pricing or the
amount payable under the policy. Dow Jones has no obligation or liability in
connection with the administration or marketing of the target account.
Dow Jones does not guarantee the accuracy and/or the completeness of the Dow
Jones Industrial AverageSM or any data included therein and Dow Jones shall
have no liability for any errors, omission, or interruptions therein. Dow Jones
makes no warranty, express or implied, as to results to be obtained by First
Trust Advisors, Endeavor, AUSA Life, owners of the target account or any other
person or entity from the use of the Dow Jones Industrial AverageSM or any data
included therein. Dow Jones makes no express or implied warranties, and
expressly disclaims all warranties, of merchantability or fitness for a
particular purpose or use with respect to the Dow Jones Industrial AverageSM or
any data included therein. Without limiting any of the foregoing, in no event
shall Dow Jones have any liability for any lost profits or indirect, punitive,
special or consequential damages (including lost profits), even if notified of
the possibility of such damages.
Investment Risks. There is no assurance that any target series subaccount will
achieve its stated objective. More detailed information, including a
description of each target series subaccount's investment objective and
policies and a description of risks involved in investing in each of the target
series subaccounts and of each target series subaccount's fees and expenses is
contained in the SAI. You should read the SAI carefully before investing in a
target series subaccount.
Each subaccount consists of different issues of equity securities, all of which
are listed on a securities exchange. In addition, each of the companies whose
equity securities are included in a subaccount are actively traded, well-
established corporations.
Common shares may be sold under certain circumstances. Common shares, however,
will not be sold by a target series subaccount to take advantage of market
fluctuations or changes in anticipated rates of appreciation or depreciation,
or if the common shares no longer meet the criteria by which they were
selected. However, common shares will be sold on or about each annual stock
selection date in accordance with the adviser's stock selection strategy.
Even though the common shares are listed on a securities exchange, the
principal trading market for the common shares may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the common
shares may depend on whether dealers will make a market in the common shares.
There can be no guarantee that a market will be made for any of the common
shares, that any market for the common shares will be maintained or that there
will be sufficient liquidity of the common shares in any markets made. The
price at which the common shares may be sold to meet transfers, partial
withdrawals or surrenders and the value of a target series subaccount will be
adversely affected if trading markets for the common shares are limited or
absent.
Investors should consider the following before making a decision to invest in a
target series subaccount:
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. The value of the common shares will fluctuate over the life of a target
series subaccount and may be more or less than the price at which they were
purchased by such target series subaccount.
. The common shares may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences affecting
these securities, including the impact of the target series subaccounts'
purchase and sale of the common shares and other factors.
. Transfers between the target account investment portfolios during the 12-
month period from stock selection date to stock selection date run counter
to the investment strategy of the target account investment portfolios,
namely holding the applicable stocks for a 12-month period, and may
adversely impact your investment performance. Similarly, using dollar cost
averaging and asset rebalancing for the target account investment portfolios
also runs counter to their investment strategies.
. The investment policies of each target series subaccount are narrow and
innovative, and the Internal Revenue Service has not addressed them. If you
are deemed to have investment control of the assets in a target series
subaccount, then you could be treated as the owner of those assets. If so,
income and gains from the subaccount's assets would be includable (pro rata)
in your taxable income each year.
You should understand the risks of investing in common stocks before making an
investment in a target series subaccount. In general, the value of your
investment will fall if the financial condition of the issuers of the common
stocks becomes impaired or if the general condition of the relevant stock
market worsens. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as market
confidence in and perceptions of the issuers change. These perceptions are
based on unpredictable factors including:
. expectations regarding government, economic, monetary and fiscal policies;
. inflation and interest rates;
. economic expansion or contraction; and
. global or regional political, economic or banking crises.
At times, due to the objective nature of the investment selection criteria,
target series subaccounts may be considered concentrated in various industries.
AUSA Life cannot predict the direction or scope of any of these factors.
Generally, common stocks do not receive payments until all obligations of the
issuer have been paid. Unlike debt securities, common stocks do not offer any
assurance of income or provide guaranteed protection of capital.
An investment in The DowSM Target 5 Subaccount may subject you to greater
market risk than other target series subaccounts that contain a more
diversified portfolio of securities since it contains only five stocks.
No target series subaccount is actively managed and common shares will not be
sold to take advantage of market fluctuations or changes in anticipated rates
of appreciation.
Please note that each strategy has previously under-performed the DJIA.
Neither AUSA Life, nor the manager, shall not be liable in any way for any
default, failure or defect in any common share.
Legislation. Legislation may be enacted at any time that could negatively
affect the common shares in the target series subaccounts or the issuers of the
common shares. Changing approaches to regulation, particularly with respect to
the environment or with respect to the petroleum industry, may have a negative
impact on certain companies represented in the target series subaccounts. There
can be no assurance that future legislation, regulation or deregulation will
not have a material adverse effect on the target series subaccounts or will not
impair the ability of the issuers of the common shares to achieve their
business goals.
Portfolio Turnover. It is anticipated that each target series subaccount's
annual rate of portfolio turnover normally will not exceed 100%. Portfolio
turnover for each target series subaccount will vary from year to year, and
depending on market conditions, the portfolio
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turnover rate could be greater in periods of unusual market movement. A higher
turnover rate would result in heavier brokerage commissions or other
transactional expenses which must be borne, directly or indirectly by each
target series subaccount, and ultimately by you.
Brokerage Enhancement Plan. The target account has adopted, but is not
currently participating in, a Brokerage Enhancement Plan (the "Plan") for each
of its subaccounts in accordance with the substantive provisions of Rule 12b-1
under the Investment Company Act of 1940. The Plan uses available brokerage
commissions to promote the sale and distribution of interests in the
subaccount's shares. Under the Plan, the target account is using recaptured
commissions to pay for distribution expenses. Except for recaptured commissions
(unlike asset based charges imposed by many mutual funds for sales expenses)
the subaccounts do not incur any asset based or additional fees or charges
under the Plan.
Under the Plan, the manager is authorized to direct investment advisers to use
certain broker/dealers for securities transactions. (The duty of best price and
execution still applies to these transactions.) These broker/dealers have
agreed to give a percentage of their commission from the sale and purchase of
securities to Transamerica Capital, Inc., the target account's distributor and
an affiliate of AUSA Life.
Transamerica Capital, Inc. will not make any profit from participating in the
Plan. It is obligated to use any money given to it under the Plan for
distribution expenses (other than a minimal amount to defray its legal and
administrative costs). The rest will be spent on activities that are meant to
result in the sale of the policies, including:
. holding or participating in seminars and sales meetings promoting the
subaccounts;
. paying marketing fees requested by broker/dealers who sell policies;
. training sales personnel;
. compensating broker/dealers and/or registered representatives in connection
with the allocation of cash values and premiums to the target account;
. printing and mailing prospectuses, statements of additional information and
reports to prospective owners; and
. creating and mailing advertising and sales literature.
The Fixed Account
Premium payments allocated and amounts transferred to the fixed account become
part of AUSA Life's general account. Interests in the general account have not
been registered under the Securities Act of 1933 (the "1933 Act"), nor is the
general account registered as an investment company under the 1940 Act.
Accordingly, neither the general account nor any interests therein are
generally subject to the provisions of the 1933 or 1940 Acts. AUSA Life has
been advised that the staff of the SEC has not reviewed the disclosures in this
prospectus which relate to the fixed account.
We guarantee that the interest credited to the fixed account will not be less
than 3% per year. At the end of a guaranteed period option, the value in that
guaranteed period option will automatically be transferred into a new
guaranteed period option of the same length (or the next shorter period if the
same period is no longer offered) at the current interest rate for that period.
You can transfer to another investment choice by giving us notice within 30
days before the end of the expiring guaranteed period.
If you select the fixed account, your money will be placed with the other
general assets of AUSA Life. The amount of money you are able to accumulate in
the fixed account during the accumulation phase depends upon the total interest
credited. The amount of annuity payments you receive during the income phase
from the fixed portion of your policy will remain level for the entire income
phase.
Transfers
During the accumulation phase, you may make transfers to or from any mutual
fund subaccount, target series subaccount, or the fixed account as often as you
wish within certain limitations.
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Transfers from the guaranteed period option of the fixed account are limited as
follows:
. Within 30 days prior to the end of the guaranteed period you must notify us
that you wish to transfer the amount in that guaranteed period option to
another investment choice.
. Transfers of amounts equal to interest credited in the one year guaranteed
period option may be made to any subaccount prior to the end of the
guaranteed period on a monthly, quarterly, semi-annual or annual basis. This
may affect your overall interest-crediting rate, because transfers are
deemed to come from the oldest premium payment first.
. Transfers of other amounts from the one year guaranteed period option prior
to the end of the guaranteed period option are limited to 25% of the policy
value in that guaranteed period option, less any previous transfer during
the current policy year.
There are no transfers permitted out of the dollar cost averaging fixed account
option except through the dollar cost averaging program.
Each transfer must be at least $500, or the entire mutual fund subaccount,
target series subaccount, or guaranteed period option policy value. If less
than $500 remains, then we reserve the right to either deny the transfer or
include that amount in the transfer.
During the income phase of your policy, you may transfer values out of any
mutual fund subaccount or target series subaccount up to four times per year.
However, you cannot transfer values out of the fixed account in this phase. The
minimum amount that can be transferred during this phase is the lesser of $10
of monthly income, or the entire monthly income of the annuity units in the
mutual fund subaccount or target series subaccount from which the transfer is
being made.
Currently, there is no charge for transfers and no limit on the number of
transfers during the accumulation phase. However, in the future, the number of
transfers permitted may be limited and a $10 charge per transfer may apply. We
reserve the right to prohibit transfers to the fixed account if we are
crediting an effective annual interest rate of 3.0% (the guaranteed minimum).
The policy you are purchasing was not designed for professional market timing
organizations or other persons that use programmed, large, or frequent
transfers. The use of such transfers may be disruptive to an underlying fund
portfolio. We reserve the right to reject any premium payment or transfer
request from any person, if, in our judgment, an underlying fund portfolio
would be unable to invest effectively in accordance with its investment
objectives and policies or would otherwise be potentially adversely affected or
if an underlying portfolio would reject our purchase order.
4. PERFORMANCE
AUSA Life periodically advertises performance of the various subaccounts. We
may disclose at least four different kinds of performance. First, we may
calculate performance by determining the percentage change in the value of an
accumulation unit by dividing the increase (decrease) for that unit by the
value of the accumulation unit at the beginning of the period. This performance
number reflects the deduction of the mortality and expense risk fees and
administrative charges. It does not reflect the deduction of any applicable
premium taxes or surrender charges. The deduction of any applicable premium
taxes or surrender charges would reduce the percentage increase or make greater
any percentage decrease.
Second, any advertisement will also include total return figures, which reflect
the deduction of the mortality and expense risk fees, administrative charges
and surrender charges.
Third, for the mutual fund subaccounts, for periods starting prior to the date
the policies were first offered, the performance will be based on the
historical performance of the corresponding investment portfolios for the
periods commencing from the date on which the particular investment portfolio
was made available through the mutual fund account.
Fourth, in addition, for the mutual fund subaccounts, for certain investment
portfolios,
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performance may be shown for the period commencing from the inception date of
the investment portfolio. These figures should not be interpreted to reflect
actual historical performance of the mutual fund account.
We also may, from time to time, include in our advertising and sales materials,
tax deferred compounding charts and other hypothetical illustrations, which may
include, comparisons of currently taxable and tax deferred investment programs,
based on selected tax brackets.
Appendix B contains performance information that you may find useful. It is
divided into various parts, depending upon the type of performance information
shown. Future performance will vary and future results will not be the same as
the results shown.
Additional performance information regarding the target series subaccount is in
Appendix B and in the SAI.
5. EXPENSES
There are charges and expenses associated with your policy that reduce the
return on your investment in the policy.
Surrender Charges
During the accumulation phase, you can withdraw part or all of the cash value
(restrictions may apply to qualified policies). Cash value is the policy value
decreased by any applicable surrender charge, service charge, and premium tax
charge. After the first year, you can withdraw up to 10% of your policy value
once each year free of surrender charges. This amount is referred to as the
free percentage and is determined at the time of the withdrawal. If you
withdraw money in excess of 10% of your policy value, you might have to pay a
surrender charge, which is a contingent deferred sales charge, on the excess
amount. (The free percentage is not cumulative, so not withdrawing anything in
one year does not increase the free percentage for subsequent years.) The
following schedule shows the surrender charges that apply during the seven
years following each premium payment:
<TABLE>
<CAPTION>
Surrender Charge
(as a percentage of
Number of Years Since premium payment
Premium Payment Date withdrawn)
- ------------------------------------------------------------------------------
<S> <C>
0 - 1 7%
1 - 2 6%
2 - 3 5%
3 - 4 4%
4 - 5 3%
5 - 6 2%
6 - 7 1%
7 or more 0%
</TABLE>
For example, assume your policy value is $100,000 at the beginning of policy
year 2 and you withdraw $30,000. Since that amount is more than your free
percentage, you would pay a surrender charge of $1,200 on the remaining $20,000
(6% of $30,000--$10,000).
You will receive the full amount of a requested partial withdrawal because we
deduct any applicable surrender charge from your remaining value. You receive
your cash value upon full surrender. For surrender charge purposes, the oldest
premium is considered to be withdrawn first.
Keep in mind that withdrawals may be taxable, and if made before age 59 1/2,
may be subject to a 10% federal penalty tax. For tax purposes, withdrawals are
considered to come from earnings first.
Mortality and Expense Risk Fee
We charge a fee as compensation for bearing certain mortality and expense risks
under the policy. Examples include a guarantee of annuity rates, the death
benefits, certain expenses of the policy, and assuming the risk that the
current charges will be insufficient in the future to cover costs of
administering the policy. For the Annual Step-Up Death Benefit, the mortality
and expense risk fee is at an annual rate of 1.40% of assets for the first
seven policy years and 1.25% of assets thereafter. For the Return of Premium
Death Benefit the mortality and expense risk fee is at an annual rate of 1.25%
of assets for the first seven policy years and 1.10% thereafter. This annual
fee is assessed daily based on the net asset value of each mutual fund
subaccount and target series subaccount.
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If this charge does not cover our actual costs, we absorb the loss. Conversely,
if the charge more than covers actual costs, the excess is added to our
surplus. We expect to profit from this charge. We may use any profit for any
proper purpose, including distribution expenses.
Administrative Charges
We deduct an administrative charge to cover the costs of administering the
policies. This charge is at an annual rate of 0.15% of the daily net asset
value of the mutual fund account and the target account.
In addition, an annual service charge of the lesser of $35 or 2% of the policy
value is charged on each policy anniversary and at surrender. The service
charge is waived if your policy value or the sum of your premium(s), less all
partial withdrawals, is at least $50,000.
Premium Taxes
Some states assess premium taxes on the premium payments you make. We currently
do not deduct for these taxes at the time you make a premium payment. However,
we will deduct a charge for the total amount of premium taxes, if any, from the
policy value when:
. you elect to begin receiving annuity payments;
. you surrender the policy; or
. you die and a death benefit is paid (you must also be the annuitant for the
death benefit to be paid).
Generally, premium taxes range from 0% to 3.50%, depending on the state.
Federal, State and Local Taxes
We may in the future deduct charges from the policy for any taxes we incur
because of the policy. However, no deductions are being made at the present
time.
Transfer Fee
You are allowed to make 12 free transfers per year before the annuity
commencement date. If you make more than 12 transfers per year, we reserve the
right to charge $10 for each additional transfer. Premium payments, asset
rebalancing and dollar cost averaging transfers are not considered transfers.
All transfer requests made at the same time are treated as a single request.
Portfolio Management Fees
The value of the assets in each mutual fund subaccount will reflect the fees
and expenses paid by the underlying fund. A description of these expenses is
found in the prospectuses for the underlying funds.
Target Account Fees
For its services to the target account, the manager is paid a fee of 0.75% of
the average daily net assets of each target series subaccount. For the
adviser's services to the target account, the manager pays the adviser a fee
equal to 0.35% of the average daily net assets of each target series
subaccount.
In addition to the management fees, the target account pays all expenses not
assumed by the manager, including, without limitation, the following:
. legal expenses;
. accounting and auditing services;
. interest;
. taxes;
. costs of printing and distributing reports to shareholders;
. proxy materials and prospectuses;
. custodian, transfer agent and dividend disbursing agent charges;
. registration fees;
. fees and expenses of the Board of Managers who are not affiliated persons of
the manager or an adviser;
. insurance;
. brokerage costs;
. litigation; and
. other extraordinary or nonrecurring expenses.
All general target account expenses are allocated among and charged to the
assets of the target series subaccounts on a basis that the Board of Managers
deems fair and equitable. This may be
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on the basis of relative net assets of each target series subaccount or the
nature of the services performed and relative applicability to each target
series subaccount.
6. ACCESS TO YOUR MONEY
During the accumulation phase, you can have access to the money in your policy
in several ways:
. by making a withdrawal (either a complete or partial withdrawal); or
. by taking systematic payouts.
Surrenders
If you want to make a complete withdrawal, you will receive the cash value of
your policy.
If you want to take a partial withdrawal, in most cases it must be for at least
$500. Unless you tell us otherwise, we will take the withdrawal from each of
the investment choices in proportion to the policy value.
After one year, you may take out up to 10% of your policy value free of
surrender charges once each year. Remember that any withdrawal you take will
reduce the policy value, and might reduce the amount of the death benefit. See
Section 8, Death Benefit, for more details.
Withdrawals may be subject to a surrender charge. Income taxes, federal tax
penalties and certain restrictions may apply to any withdrawals you make.
Withdrawals from qualified policies may be restricted or prohibited.
During the income phase, you will receive annuity payments under the annuity
payment option you select; however, you generally may not take any other
withdrawals, either complete or partial.
Delay of Payment and Transfers
Payment of any amount due from the mutual fund account or target account for a
surrender, a death benefit, or the death of the owner of a nonqualified policy,
will generally occur within seven business days from the date AUSA Life
receives all required information. AUSA Life may defer such payment from the
mutual fund account and target account if:
. the New York Stock Exchange is closed other than for usual weekends or
holidays or trading on the Exchange is otherwise restricted;
. an emergency exists as defined by the SEC or the SEC requires that trading
be restricted; or
. the SEC permits a delay for the protection of owners.
In addition, transfers of amounts from the mutual fund subaccounts and target
series subaccounts may be deferred under these circumstances.
Pursuant to the requirements of certain state laws, we reserve the right to
defer payment of the cash value from the fixed account for up to six months. We
may defer payment of any amount until your premium check has cleared your bank.
7. ANNUITY PAYMENTS (THE INCOME PHASE)
You choose the annuity commencement date. You can change this date by giving us
30 days written notice before the current annuity commencement date. The new
annuity commencement date must be at least 30 days after we receive notice of
the change. The latest annuity commencement date generally cannot be after the
policy month following the month in which the annuitant attains age 90.
Election of Annuity Payment Option. Before the annuity commencement date, if
the annuitant is alive, you may choose an annuity payment option or change your
election. If the annuitant dies before the annuity commencement date, the
beneficiary may elect to receive the death benefit in a lump sum or under one
of the annuity payment options (unless you become the new annuitant).
Unless you specify otherwise, the annuitant will receive the annuity payments.
After the annuitant's death, the beneficiary will receive any remaining
guaranteed payments.
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Annuity Payment Options
The policy provides five annuity payment options that are described below. You
may choose any combination of annuity payment options. We will use your policy
value to provide these annuity payments. If the policy value on the annuity
commencement date is less than $2,000, AUSA Life reserves the right to pay it
in one lump sum in lieu of applying it under an annuity payment option. You can
receive annuity payments monthly, quarterly, semi-annually, or annually. (We
reserve the right to change the frequency if payments would be less than $50.)
Unless you choose to receive variable payments under annuity payment options 3
or 5, the amount of each payment will be set on the annuity commencement date
and will not change. You may, however, choose to receive variable payments
under payment options 3 and 5. The dollar amount of the first variable payment
will be determined in accordance with the annuity payment rates set forth in
the applicable table contained in the policy. The dollar amount of additional
variable payments will vary based on the investment performance of the mutual
fund subaccount(s) and/or target series subaccount(s). The dollar amount of
each variable payment after the first may increase, decrease, or remain
constant. If the actual investment performance exactly matched the assumed
investment return of 5% at all times, the amount of each variable annuity
payment would remain equal. If actual investment performance exceeds the
assumed investment return, the amount of the variable annuity payments would
increase. Conversely, if actual investment performance is lower than the
assumed investment return, the amount of the variable annuity payments would
decrease.
A charge for premium taxes may be made when annuity payments begin.
The annuity payment options are explained below. Options 1, 2, and 4 are fixed
only. Options 3 and 5 can be fixed or variable.
Payment Option 1--Interest Payments. We will pay the interest on the amount we
use to provide annuity payments in equal payments or this amount may be left to
accumulate for a period of time you and AUSA Life agree to. You and AUSA Life
will agree on withdrawal rights when you elect this option.
Payment Option 2--Income for a Specified Period. We will make level payments
only for the fixed period you choose. No funds will remain at the end.
Payment Option 3--Life Income. You may choose between:
Fixed Payments
. No Period Certain--We will make level payments only during the annuitant's
lifetime.
. 10 Years Certain--We will make level payments for the longer of the
annuitant's lifetime or ten years.
. Guaranteed Return of Policy Proceeds--We will make level payments for the
longer of the annuitant's lifetime or until the total dollar amount of
payments we made to you equals the amount applied to this option.
Variable Payments
. No Period Certain--Payments will be made only during the lifetime of the
annuitant.
. 10 Years Certain--Payments will be made for the longer of the annuitant's
lifetime or ten years.
Payment Option 4--Income of a Specified Amount. Payments are made for any
specified amount until the amount applied to this option, with interest, is
exhausted. This will be a series of level payments followed by a smaller final
payment.
Payment Option 5--Joint and Survivor Annuity. You may choose between:
Fixed Payments
. Payments are made during the joint lifetime of the annuitant and a joint
annuitant of your selection. Payments will be made as long as either person
is living.
Variable Payments
. Payments are made during the joint lifetime of the annuitant and a joint
annuitant of your selection. Payments will be made as long as either person
is living.
Other annuity payment options may be arranged by agreement with AUSA Life.
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NOTE CAREFULLY:
IF:
. you choose Life Income with No Period Certain or a Joint and Survivor
Annuity; and
. the annuitant(s) dies before the due date of the second (third, fourth,
etc.) annuity payment;
THEN:
. we may make only one (two, three, etc.) annuity payments.
IF:
. you choose Income for a Specified Period, Life Income with 10 years Certain,
Life Income with Guaranteed Return of Policy Proceeds, or Income of a
Specified Amount; and
. the person receiving payments dies prior to the end of the guaranteed
period;
THEN:
. the remaining guaranteed payments will be continued to that person's
beneficiary, or their present value may be paid in a single sum.
We will not pay interest on amounts represented by uncashed annuity payment
checks if the postal or other delivery service is unable to deliver checks to
the payee's address of record. The person receiving payments is responsible for
keeping AUSA Life informed of their current address.
8. DEATH BENEFIT
We will pay a death benefit to your beneficiary, under certain circumstances,
if the annuitant dies before the accumulation phase and the annuitant was also
an owner. (If the annuitant was not an owner, a death benefit may or may not be
paid. See below). The beneficiary may choose an annuity payment option, or may
choose to receive a lump sum.
When We Pay A Death Benefit
Before the Annuity Commencement Date
We will pay a death benefit to your beneficiary IF:
. you are both the annuitant and an owner of the policy; and
. you die before the annuity commencement date.
If the only beneficiary is your surviving spouse, then he or she may elect to
continue the policy as the new annuitant and owner, instead of receiving the
death benefit. All future surrender charges will be waived.
We will also pay a death benefit to your beneficiary IF:
. you are not the annuitant; and
. the annuitant dies before the annuity commencement date; and
. you specifically requested that the death benefit be paid upon the
annuitant's death.
Distribution requirements apply to the policy value upon the death of any
owner. These requirements are detailed in the SAI.
After the Annuity Commencement Date
The death benefit payable, if any, on or after the annuity commencement date
depends on the annuity payment option selected.
IF:
. you are not the annuitant; and
. you die on or after the annuity commencement date; and
. the entire interest in the policy has not been paid;
THEN:
. the remaining portion of such interest in the policy will be distributed at
least as rapidly as under the method of distribution being used as of the
date of your death.
When We Do Not Pay A Death Benefit
No death benefit is paid in the following cases:
IF:
. you are not the annuitant; and
. the annuitant dies prior to the annuity commencement date; and
. you did not specifically request that the death benefit be paid upon the
annuitant's death;
THEN:
. you will become the new annuitant and the policy will continue.
27
<PAGE>
IF:
. you are not the annuitant; and
. you die prior to the annuity commencement date;
THEN:
. the new owner (unless it is a spouse) must generally surrender the policy
within five years of your death for the policy value.
Note carefully. If the owner does not name a contingent owner, the owner's
estate will become the new owner. If no probate estate is opened (because, for
example, the owner has precluded the opening of a probate estate by means of a
trust or other instrument), and AUSA Life has not received written notice of
the trust as a successor owner signed prior to the owner's death, then that
trust may not exercise ownership rights to the policy. It may be necessary to
open a probate estate in order to exercise ownership rights to the policy if no
contingent owner is named in a written notice received by AUSA Life.
Amount of Death Benefit
The death benefit may be paid as a lump sum or as annuity payments. The amount
of the death benefit depends on the guaranteed minimum death benefit option you
chose when you bought the policy. The death benefit will be the greater of:
. the policy value on the date we receive the required information; or
. the guaranteed minimum death benefit (discussed below), plus premium
payments, less partial withdrawals from the date of death to the date the
death benefit is paid.
Guaranteed Minimum Death Benefit
On the policy application, you generally may choose one of the following two
guaranteed minimum death benefit options listed below.
After the policy is issued, you cannot make an election and the death benefit
cannot be changed.
A.Annual Step-Up Death Benefit
The Annual Step-Up Death Benefit is:
. the largest policy value on the date of issue or on any policy
anniversary prior to the earlier of the date of death or the owner's
81st birthday; plus
. premium payments less any partial withdrawals taken, subsequent to the
date of the policy anniversary with the largest policy value.
The Annual Step-Up Death Benefit is not available if the owner or annuitant
is 81 or older on the policy date.
B.Return of Premium Death Benefit
The Return of Premium Death Benefit is:
. total premium payments; less
. any partial withdrawals (discussed below) as of the date of death.
The Return of Premium Death Benefit will be in effect if you do not choose
one of the options on the policy application.
IF, under both death benefit options:
. the surviving spouse elects to continue the policy instead of receiving the
death benefit; and
. the guaranteed minimum death benefit is greater than the policy value;
THEN:
. we will increase the policy value to be equal to the guaranteed minimum
death benefit. This increase is made only at the time the surviving spouse
elects to continue the policy.
Adjusted Partial Withdrawal
When you request a partial withdrawal, your guaranteed minimum death benefit
will be reduced by an amount called the adjusted partial withdrawal. Under
certain circumstances, the adjusted partial withdrawal may be more than the
amount of your withdrawal request. It is also possible that if a death benefit
is paid after you have made a partial withdrawal, then the total amount paid
could be less than the total premium payments. We have included an explanation
of this adjustment in the SAI.
9. TAXES
NOTE: AUSA Life has prepared the following information on federal income taxes
as a general discussion of the subject. It is not intended as tax
28
<PAGE>
advice to any individual. You should consult your own tax adviser about your
own circumstances. AUSA Life has included an additional discussion regarding
taxes in the SAI.
Annuity Policies in General
Deferred annuity policies are a way of setting aside money for future needs
like retirement. Congress recognized how important saving for retirement is and
provided special rules in the Internal Revenue Code for annuities.
Simply stated, these rules provide that generally you will not be taxed on the
earnings, if any, on the money held in your annuity policy until you take the
money out. This is referred to as tax deferral. There are different rules as to
how you will be taxed depending on how you take the money out and the type of
policy--qualified or nonqualified (discussed below).
You will not be taxed on increases in the value of your policy until a
distribution occurs--either as a withdrawal or as annuity payments.
When a non-natural person (e.g., corporation or certain other entities other
than tax-qualified trusts) owns a nonqualified policy, the policy will
generally not be treated as an annuity for tax purposes.
Qualified and Nonqualified Policies
If you purchase the policy under an individual retirement annuity, a pension
plan, or specially sponsored program, your policy is referred to as a qualified
policy.
Qualified policies are issued in connection with the following plans:
. Individual Retirement Annuity (IRA): A traditional IRA allows individuals to
make contributions, which may be deductible, to the contract. A Roth IRA
also allows individuals to make contributions to the contract, but it does
not allow a deduction for contributions, and distributions may be tax-free
if the owner meets certain rules.
. Tax-Sheltered Annuity (403(b) Plan): A 403(b) Plan may be made available to
employees of certain public school systems and tax-exempt organizations and
permits contributions to the contract on a pre-tax basis.
. Corporate Pension and Profit-Sharing and H.R. 10 Plan: Employers and self-
employed individuals can establish pension or profit-sharing plans for their
employees or themselves and make contributions to the contract on a pre-tax
basis.
. Deferred Compensation Plan (457 Plan): Certain governmental and tax-exempt
organizations can establish a plan to defer compensation on behalf of their
employees through contributions to the contract.
If you purchase the policy as an individual and not under an individual
retirement annuity, 403(b) plan, 457 plan, or pension or profit sharing plan,
your policy is referred to as a nonqualified policy.
Withdrawals--Qualified Policies
The information herein describing the taxation of nonqualified policies does
not apply to qualified policies.
There are special rules that govern with respect to qualified policies.
Generally, these rules restrict:
. the amount that can be contributed to the policy during any year; and
. the time when amounts can be paid from the policies.
In addition, a penalty tax may be assessed on amounts withdrawn from the policy
prior to the date you reach age 59 1/2, unless you meet one of the exceptions
to this rule. You may also be required to begin taking minimum distributions
from the policy by a certain date. The terms of the plan may limit the rights
otherwise available to you under the policies. We have provided more
information in the SAI.
You should consult your legal counsel or tax adviser if you are considering
purchasing a policy for use with any retirement plan.
Withdrawals--403(b) Policies
The Internal Revenue Code limits withdrawal from certain 403(b) policies.
Withdrawals can generally only be made when an owner:
29
<PAGE>
. reaches age 59 1/2
. leaves his/her job;
. dies;
. becomes disabled (as that term is defined in the Internal Revenue Code); or
. declares hardship. However, in the case of hardship, the owner can only
withdraw the premium payments and not any earnings.
Tax Status of the Policy
The following discussion is based on the assumption that the policy is a
nonqualified policy that qualifies as an annuity contract for federal income
tax purposes.
Diversification Requirements. Section 817(h) of the Code provides that in order
for a variable contract which is based on a segregated asset account to qualify
as an annuity contract under the Code, the investments made by such account
must be "adequately diversified" in accordance with Treasury regulations. The
Treasury regulations issued under Section 817(h) (Treas. Reg. (S)1.817-5) apply
a diversification requirement to each of the mutual fund subaccounts and the
target series subaccounts. The mutual fund account, through its underlying
funds and their portfolios, and the target account, through its subaccounts,
intends to comply with the diversification requirements of the Treasury. AUSA
Life has entered into agreements with each underlying fund which requires the
portfolios to be operated in compliance with the Treasury regulations. AUSA
Life has entered into an agreement with First Trust Advisers, L.P., the
subadviser of the target account, which requires the target series subaccounts
to be operated in compliance with the Treasury regulations. The subadviser
reserves the right to depart from either target series subaccount's investment
strategy in order to meet these diversification requirements.
Owner Control. In certain circumstances, owners of variable annuity contracts
may be considered the owners, for federal income tax purposes, of the assets of
the mutual fund account used to support their contracts. In those
circumstances, income and gains from the mutual fund account assets would be
includable in the variable annuity contract owner's gross income.
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 mutual fund account assets.
For example, you have the choice of one or more subaccounts in which to
allocate premiums and policy values, and may be able to transfer among these
accounts more frequently than in such rulings. Moreover, the investment
strategies for the target subaccounts are narrow and innovative and have not
been addressed by the IRS. These differences could result in you being treated
as the owner of the assets of the mutual fund account or the target account.
AUSA Life reserves the right to modify the policies as necessary to attempt to
prevent you from being considered the owner of a pro rata share of the assets
of the mutual fund account or target account.
Distribution Requirements. The policy must meet certain distribution
requirements at the death of an owner in order to be treated as an annuity
policy. These distribution requirements are discussed in the SAI. AUSA Life may
modify the policy to attempt to maintain favorable tax treatment.
Withdrawals--Nonqualified Policies
If you make a withdrawal from your policy before the annuity commencement date,
the Internal Revenue Code treats that withdrawal as first coming from earnings
and then from your premium payments. When you make a withdrawal you are taxed
on the amount of the withdrawal that is earnings. Different rules apply for
annuity payments. See "Annuity Payments" below.
The Internal Revenue Code also provides that withdrawn earnings may be subject
to a penalty. The amount of the penalty is equal to 10% of the amount that is
includable in income. Some withdrawals will be exempt from the penalty. They
include any amounts:
. paid on or after the taxpayer reaches age 59 1/2;
. paid after an owner dies;
. paid if the taxpayer becomes totally disabled (as that term is defined in
the Internal Revenue Code);
30
<PAGE>
. paid in a series of substantially equal payments made annually (or more
frequently) under a lifetime annuity;
. paid under an immediate annuity; or
. which come from premium payments made prior to August 14, 1982.
All deferred nonqualified annuity policies that are issued by AUSA Life (or its
affiliates) to the same owner during any calendar year are treated as one
annuity for purposes of determining the amount includable in the owner's income
when a taxable distribution occurs.
Taxation of Death Benefit Proceeds
Amounts may be distributed from the policy because of the death of an owner or
the annuitant . Generally, such amounts are includable in the income of the
recipient:
. if distributed in a lump sum, these amounts are taxed in the same manner as
a full surrender; or
. if distributed under an annuity payment option, these amounts are taxed in
the same manner as annuity payments.
For these purposes, the "investment in the contract" is not affected by the
owner's or annuitant's death. That is, the "investment in the contract" remains
generally the total premium payments (less amounts received which were not
includable in gross income).
Annuity Payments
Although the tax consequences may vary depending on the annuity payment option
you select, in general, for nonqualified and certain qualified policies, only a
portion of the annuity payments you receive will be includable in your gross
income.
In general, the excludable portion of each annuity payment you receive will be
determined as follows:
. Fixed payments--by dividing the "investment in the contract" on the annuity
commencement date by the total expected value of the annuity payments for
the term of the payments. This is the percentage of each annuity payment
that is excludable.
. Variable payments--by dividing the "investment in the contract" on the
annuity commencement date by the total number of expected periodic payments.
This is the amount of each annuity payment that is excludable.
The remainder of each annuity payment is includable in gross income. Once the
"investment in the contract" has been fully recovered, the full amount of any
additional annuity payments is includable in gross income.
If you select more than one annuity payment option, special rules govern the
allocation of the policy's entire "investment in the contract" to each such
option, for purposes of determining the excludable amount of each payment
received under that option. We advise you to consult a competent tax adviser as
to the potential tax effects of allocating amounts to any particular annuity
payment option.
If, after the annuity commencement date, annuity payments stop because an
annuitant died, the excess (if any) of the "investment in the contract" as of
the annuity commencement date over the aggregate amount of annuity payments
received that was excluded from gross income is generally allowable as a
deduction for your last taxable year.
Transfers, Assignments or Exchanges of Policies
A transfer of ownership or assignment of a policy, the designation of an
annuitant or payee or other beneficiary who is not also the owner, the
selection of certain annuity commencement dates, or a change of annuitant, may
result in certain income or gift tax consequences to the owner that are beyond
the scope of this discussion. An owner contemplating any such transfer,
assignment, selection, or change should contact a competent tax adviser with
respect to the potential tax effects of such a transaction.
Possible Tax Law Changes
Although the likelihood of legislative changes is uncertain, there is always
the possibility that the tax treatment of the policy could change by
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<PAGE>
legislation or otherwise. You should consult a tax adviser with respect to
legal developments and their effect on the policy.
10. ADDITIONAL FEATURES
Systematic Payout Option
You can select at any time (during the accumulation phase) to receive regular
payments from your policy by using the systematic payout option. Under this
option, you can receive up to 10% (annually) of the policy value free of
surrender charges. Payments can be made monthly, quarterly, semi-annually, or
annually. Each payment must be at least $50. Monthly and quarterly payments
must be made by electronic funds transfer directly to your checking or savings
account. There is no charge for this benefit.
Dollar Cost Averaging Program
During the accumulation phase, you may instruct us to automatically transfer
money from the dollar cost averaging fixed account option, the Endeavor Money
Market Subaccount, or the Dreyfus U.S. Government Securities Subaccount, into
any other mutual fund subaccounts and/or target series subaccounts. There is no
charge for this program.
Complete and clear instructions must be received before a dollar cost averaging
program will begin. The instructions must include:
. the subaccounts into which money from the dollar cost averaging fixed
account (or other subaccount(s) used for dollar cost averaging) is to be
transferred; and
. either the dollar amount to transfer monthly or quarterly (each transfer
must be at least $500) or the number of transfers (minimum of 6 monthly or 4
quarterly and maximum of 24 monthly or 8 quarterly).
Transfers must begin within 30 days. We will make the transfers on the 28th day
of the applicable month. You may change your allocations at anytime.
Only one dollar cost averaging program can run at one time. This means that any
addition to a dollar cost averaging program must change either the length of
the program or the dollar amount of the transfers. New instructions must be
received each time there is an addition to a dollar cost averaging program.
Any amount in the dollar cost averaging fixed account (or other subaccount(s)
used for dollar cost averaging) for which we have not received complete and
clear instructions will remain in the dollar cost averaging fixed account (or
other such subaccount) until we receive the instructions. If we have not
received complete and clear instructions within 30 days, the interest credited
in the dollar cost averaging fixed account may be adjusted downward, but not
below the guaranteed effective annual interest rate of 3%.
Dollar cost averaging buys more accumulation units when prices are low and
fewer accumulation units when prices are high. It does not guarantee profits or
assure that you will not experience a loss. You should consider your ability to
continue the dollar cost averaging program during all economic conditions.
We may credit different interest rates for dollar cost averaging programs of
varying time periods. If you discontinue the dollar cost averaging program
before its completion, then the interest credited on amounts in the dollar cost
averaging fixed account may be adjusted downward, but not below the minimum
guaranteed effective annual interest rate of 3%.
Asset Rebalancing
During the accumulation phase you can instruct us to automatically rebalance
the amounts in your mutual fund subaccounts or target series subaccounts to
maintain your desired asset allocation. This feature is called asset
rebalancing and can be started and stopped at any time free of charge. However,
we will not rebalance if you are in the dollar cost averaging program or if any
other transfer is requested. If you request a transfer, we will honor the
requested transfer and discontinue asset rebalancing. New instructions are
required to start asset rebalancing. Asset rebalancing ignores amounts in the
fixed account. You can choose to rebalance monthly, quarterly, semi-annually,
or annually.
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<PAGE>
11. OTHER INFORMATION
Ownership
You, as owner of the policy, exercise all rights under the policy. You can
change the owner at any time by notifying us in writing. An ownership change
may be a taxable event.
Assignment
You can also assign the policy any time during your lifetime. AUSA Life will
not be bound by the assignment until we receive written notice of the
assignment. We will not be liable for any payment or other action we take in
accordance with the policy before we receive notice of the assignment. There
may be limitations on your ability to assign a policy. An assignment may have
tax consequences.
AUSA Life Insurance Company, Inc.
AUSA Life Insurance Company, Inc. was incorporated under the laws of the State
of New York on October 3, 1947. It is engaged in the sale of life and health
insurance and annuity policies. AUSA Life is a Transamerica Company and a
wholly--owned indirect subsidiary of AEGON USA, Inc., which conducts most of
its operations through subsidiary companies engaged in the insurance business
or in providing non--insurance financial services. All of the stock of AEGON
USA, Inc. is indirectly owned by AEGON N.V. of The Netherlands, the securities
of which are publicly traded. AEGON N.V., a holding company, conducts its
business through subsidiary companies engaged primarily in the insurance
business. AUSA Life is licensed in the District of Columbia, and in all states
except Hawaii.
All obligations arising under the policies, including the promise to make
annuity payments, are general corporate obligations of AUSA Life.
The Mutual Fund Account
AUSA Life established a mutual fund account, called the AUSA Endeavor Variable
Annuity Account, under the laws of the State of New York on September 27, 1994.
The mutual fund account receives and currently invests the premium payments
that are allocated to it for investment in shares of the underlying mutual fund
portfolios. The mutual fund account is registered with the SEC as a unit
investment trust under the 1940 Act. However, the SEC does not supervise the
management, the investment practices, or the policies of the mutual fund
account or AUSA Life. Income, gains and losses, whether or not realized from
assets allocated to the mutual fund account, are in accordance with the
policies, credited to or charged against the mutual fund account without regard
to AUSA Life's other income, gains or losses.
The assets of the mutual fund account are held in AUSA Life's name on behalf of
the mutual fund account and belong to AUSA Life. However, those assets that
underlie the policies are not chargeable with liabilities arising out of any
other business AUSA Life may conduct. The mutual fund account includes other
subaccounts that are not available under these policies.
The Target Account
AUSA Life established the AUSA Endeavor Target Account under the laws of the
state of New York on March 24, 1998. The target account is registered with the
SEC under the 1940 Act as an open-end management investment company and meets
the definition of a separate account under federal securities laws. However,
the SEC does not supervise the management or the investment practices or
policies of the target account or AUSA Life.
The DowSM Target 10 Subaccount (January Series) and the DowSM Target 5
Subaccount (January Series) are non-diversified target series subaccounts of
the target account.
Mixed and Shared Funding
Before making a decision concerning the allocation of premium payments to a
particular mutual fund subaccount, please read the prospectuses for the
underlying funds. The underlying funds are not limited to selling their shares
to this mutual fund account and can accept investments from any separate
account or qualified retirement plan of an insurance
33
<PAGE>
company. Since the portfolios of the underlying funds are available to
registered separate accounts offering variable annuity products of AUSA Life,
as well as variable annuity and variable life products of other insurance
companies, there is a possibility that a material conflict may arise between
the interests of this mutual fund account and one or more of the other accounts
of another participating insurance company. In the event of a material
conflict, the affected insurance companies, including AUSA Life, agree to take
any necessary steps to resolve the matter. This includes removing their mutual
fund accounts from the underlying funds. See the underlying funds' prospectuses
for more details.
Reinstatements
You may surrender your policy and transfer your money directly to another life
insurance company (sometimes referred to as a 1035 Exchange or a trustee-to-
trustee transfer). You may also request us to reinstate your policy after such
a transfer by returning the same total dollar amount of funds to the applicable
investment choices. The dollar amount will be used to purchase new accumulation
units at the then-current price. Because of changes in market value, your new
accumulation units may be worth more or less than the units you previously
owned. We recommend that you consult a tax professional to explain the possible
tax consequences of exchanges and/or reinstatements.
Voting Rights
Mutual Fund Account. AUSA Life will vote all shares of the underlying funds in
accordance with instructions we receive from you and other owners that have
voting interests in the portfolios. We will send you and other owners written
requests for instructions on how to vote those shares. When we receive those
instructions, we will vote all of the shares in proportion to those
instructions. If, however, we determine that we are permitted to vote the
shares in our own right, we may do so.
Each person having a voting interest will receive proxy material, reports, and
other materials relating to the appropriate portfolio.
Target Account. You (or the person receiving annuity payments) can vote on
certain matters with respect to the target series subaccounts you have an
interest in. Such matters include:
. changes in the management agreement;
. changes in the fundamental investment policies;
. any other matter requiring a vote of persons holding voting interests; and
. matters pursuant to the requirements of Rules 12b-1 and 18f-2 of the
Investment Company Act of 1940.
In response to an exemptive application filed by the manager, the SEC has
issued an exemptive order that will permit the manager, subject to certain
conditions, and without the approval of owners who have an interest in a target
series subaccount to: (a) employ a new unaffiliated investment adviser for a
target series subaccount pursuant to the terms of a new investment advisory
agreement, in each case either as a replacement for an existing investment
adviser or as an additional investment adviser; (b) change the terms of any
investment advisory agreement; and (c) continue the employment of an existing
investment adviser on the same advisory contract terms where a contract has
been assigned because of a change in control of the investment adviser. In such
circumstances, owners who have an interest in a target series subaccount would
receive notice of such action, including the information concerning the
investment adviser that normally is provided in a proxy statement. The
exemptive order also permits disclosure of fees paid to multiple unaffiliated
investment advisers on an aggregate basis only.
On certain matters, each target series subaccount may vote separately. Each
person having a voting interest will receive proxy material, reports, and other
materials relating to the appropriate target series subaccount.
Distributor of the Policies
AFSG Securities Corporation is the principal underwriter of the policies. Like
AUSA Life, it is a Transamerica Company and an indirect wholly-owned subsidiary
of AEGON USA, Inc. It is located at 4333 Edgewood Road N.E., Cedar Rapids, IA
52499-0001. AFSG Securities
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<PAGE>
Corporation is registered as a broker/dealer under the Securities Exchange Act
of 1934. It is a member of the National Association of Securities Dealers, Inc.
Commissions of up to 6% of premium payments will be paid to broker/dealers who
sell the policies under agreements with AFSG Securities Corporation. These
commissions are not deducted from premium payments. In addition, certain
production, persistency and managerial bonuses may be paid. AUSA Life may also
pay compensation to financial institutions for their services in connection
with the sale and servicing of the policies.
Variations in Policy Provisions
Certain provisions of the policies may vary from the descriptions in this
prospectus in order to comply with different state laws. See your policy for
variations since any such state variations will be included in your policy or
in riders or endorsements attached to your policy.
IMSA
AUSA Life is a member of the Insurance Marketplace Standards Association
(IMSA). IMSA is an independent, voluntary organization of life insurance
companies. It promotes ethical standards in the sales and advertising of
individual life insurance and annuity products. Companies must undergo a
rigorous self and independent assessment of their practices to become a member
of IMSA. The IMSA logo in our sales literature shows our ongoing commitment to
these standards.
Legal Proceedings
There are no legal proceedings to which the mutual fund account or target
account is a party or to which the assets of the account are subject. AUSA
Life, like other life insurance companies, is involved in lawsuits. In some
class action and other lawsuits involving other insurers, substantial damages
have been sought and/or material settlement payments have been made. Although
the outcome of any litigation cannot be predicted with certainty, AUSA Life
believes that at the present time there are no pending or threatened lawsuits
that are reasonably likely to have a material adverse impact on the mutual fund
account, target account or AUSA Life.
Financial Statements
The financial statements of AUSA Life and the mutual fund subaccounts are
included in the SAI. There are no financial statements for the target series
subaccounts because the target account had not commenced operations as of
December 31, 1999.
TABLE OF CONTENTS OF THE STATEMENT
OF ADDITIONAL INFORMATION
<TABLE>
<S> <C>
Glossary of Special Terms
The Policy--General Provisions
Certain Federal Income Tax Consequences
Investment Experience
Historical Performance Data
The Target Account
Published Ratings
State Regulation of AUSA Life
Administration
Records and Reports
Distribution of the Policies
Voting Rights
Other Products
Custody of Assets
Legal Matters
Independent Auditors
Other Information
Financial Statements
</TABLE>
35
<PAGE>
APPENDIX A
CONDENSED FINANCIAL INFORMATION
The Mutual Fund Account
The accumulation unit values and the number of accumulation units outstanding
for each mutual fund subaccount from the date of inception are shown in the
following tables.
Annual Step-Up Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
<TABLE>
<CAPTION>
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at Beginning at End Units at End
of Year of Year of Year
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Dreyfus Small Cap Value Subaccount
1999................................ $ 1.781675 $ 2.270110 92,417.541
1998(/6/)........................... $ 1.780884 $ 1.781675 119,463.216
- -------------------------------------------------------------------------------
Dreyfus U.S. Government Securities
Subaccount
1999................................ $ 1.283673 $ 1.253119 123,620.377
1998(/6/)........................... $ 1.231625 $ 1.283673 38,151.310
- -------------------------------------------------------------------------------
Endeavor Asset Allocation Subaccount
1999................................ $ 2.529863 $ 3.148754 77,640.163
1998(/6/)........................... $ 2.168718 $ 2.529863 31,242.813
- -------------------------------------------------------------------------------
Endeavor Money Market Subaccount
1999................................ $ 1.236621 $ 1.275724 219,081.992
1998(/6/)........................... $ 1.196982 $ 1.236621 52,322.018
- -------------------------------------------------------------------------------
Endeavor Enhanced Index Subaccount
1999................................ $ 1.574026 $ 1.831468 511,192.617
1998(/6/)........................... $ 1.199020 $ 1.574026 202,995.681
- -------------------------------------------------------------------------------
Endeavor High Yield Subaccount
1999(/7/)........................... $ 1.000000 $ 1.000739 1,010.192
- -------------------------------------------------------------------------------
Endeavor Janus Growth Subaccount
1999................................ $31.822714 $49.862043 55,903.910
1998(/6/)........................... $19.428802 $31.822714 18,019.791
- -------------------------------------------------------------------------------
Endeavor Opportunity Value Subaccount
1999................................ $ 1.197263 $ 1.235481 89,492.709
1998(/6/)........................... $ 1.136598 $ 1.197263 70,958.668
- -------------------------------------------------------------------------------
Endeavor Value Equity Subaccount
1999................................ $ 2.207657 $ 2.107532 173,486.830
1998(/6/)........................... $ 2.022644 $ 2.207657 106,211.103
- -------------------------------------------------------------------------------
Endeavor Select Subaccount
1999(/7/)........................... $ 1.000000 $ 1.530432 8,817.278
- -------------------------------------------------------------------------------
T. Rowe Price Equity Income
Subaccount
1999................................ $ 2.060734 $ 2.099660 331,752.822
1998(/6/)........................... $ 1.885394 $ 2.060734 145,891.829
- -------------------------------------------------------------------------------
T. Rowe Price Growth Stock Subaccount
1999................................ $ 2.586964 $ 3.112902 380,267.267
1998(/6/)........................... $ 2.011973 $ 2.586964 206,657.078
- -------------------------------------------------------------------------------
T. Rowe Price International Stock
Subaccount
1999................................ $ 1.529380 $ 1.993345 113,650.831
1998(/6/)........................... $ 1.313338 $ 1.529380 39,361.912
</TABLE>
36
<PAGE>
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
<TABLE>
<CAPTION>
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at Beginning at End Units at End
of Year of Year of Year
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Dreyfus Small Cap Value Subaccount
1999............................... $ 1.785929 $ 2.278888 2,799,571.395
1998............................... $ 1.851229 $ 1.785929 2,915,575.262
1997............................... $ 1.496065 $ 1.851229 2,294,637.110
1996............................... $ 1.206843 $ 1.496065 1,239,443.264
1995............................... $ 1.072941 $ 1.206843 535,283.029
- -------------------------------------------------------------------------------
Dreyfus U.S. Government Securities
Subaccount
1999............................... $ 1.286733 $ 1.255919 1,896,613.591
1998............................... $ 1.215033 $ 1.286733 1,728,824.679
1997............................... $ 1.128769 $ 1.215033 1,093,934.793
1996............................... $ 1.124292 $ 1.128769 589,779.900
1995(/1/).......................... $ 0.985803 $ 1.124292 204,813.593
- -------------------------------------------------------------------------------
Endeavor Asset Allocation Subaccount
1999............................... $ 2.535888 $ 3.160924 2,173,009.491
1998............................... $ 2.171948 $ 2.535888 2,197,971.735
1997............................... $ 1.833135 $ 2.171948 1,871,808.286
1996............................... $ 1.577873 $ 1.833135 1,123,469.170
1995............................... $ 1.301669 $ 1.577873 607,869.454
- -------------------------------------------------------------------------------
Endeavor Money Market Subaccount
1999............................... $ 1.239556 $ 1.280646 1,064,268.075
1998............................... $ 1.196418 $ 1.239556 1,017,991.339
1997............................... $ 1.154219 $ 1.196418 611,981.762
1996............................... $ 1.115718 $ 1.154219 665,174.123
1995............................... $ 1.072424 $ 1.115718 271,034.756
- -------------------------------------------------------------------------------
Endeavor Enhanced Index Subaccount
1999............................... $ 1.577775 $ 1.838549 1,383,754.938
1998............................... $ 1.217647 $ 1.577775 1,007,218.727
1997(/5/).......................... $ 1.000000 $ 1.217647 422,227.210
- -------------------------------------------------------------------------------
Endeavor High Yield Subaccount
1999(/7/).......................... $ 1.000000 $ 1.003083 1,008.622
- -------------------------------------------------------------------------------
Endeavor Janus Growth Subaccount
1999............................... $31.898334 $50.054351 644,989.894
1998............................... $19.665157 $31.898334 636,917.148
1997............................... $16.964068 $19.665157 557,897.978
1996............................... $14.583843 $16.964068 306,855.075
1995............................... $10.051117 $14.583843 97,436.321
- -------------------------------------------------------------------------------
Endeavor Opportunity Value
Subaccount
1999............................... $ 1.200101 $ 1.240246 931,919.689
1998............................... $ 1.156993 $ 1.200101 886,891.881
1997............................... $ 1.004355 $ 1.156993 869,832.105
1996(/4/).......................... $ 1.000000 $ 1.004355 178,913.412
- -------------------------------------------------------------------------------
Endeavor Value Equity Subaccount
1999............................... $ 2.212928 $ 2.115695 3,372,816.213
1998............................... $ 2.086130 $ 2.212928 3,668,656.747
1997............................... $ 1.694854 $ 2.086130 2,981,906.712
1996............................... $ 1.387903 $ 1.694854 1,565,599.143
1995............................... $ 1.045610 $ 1.387903 547,233.586
- -------------------------------------------------------------------------------
Endeavor Select Subaccount
1999(/7/).......................... $ 1.000000 $ 1.534754 33,757.092
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at Beginning at End Units at End
of Year of Year of Year
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
T. Rowe Price Equity Income
Subaccount
1999............................... $2.065623 $2.107761 3,519,301.115
1998............................... $1.925022 $2.065623 3,702,824.740
1997............................... $1.521680 $1.925022 2,982,510.532
1996............................... $1.287240 $1.521680 1,387,607.312
1995(/2/).......................... $1.000000 $1.287240 293,619.530
- ------------------------------------------------------------------------------
T. Rowe Price Growth Stock
Subaccount
1999............................... $2.593121 $3.124914 2,752,366.635
1998............................... $2.043480 $2.593121 2,640,487.984
1997............................... $1.611613 $2.043480 1,925,118.021
1996............................... $1.353339 $1.611613 964,658.085
1995(/3/).......................... $1.000000 $1.353339 189,613.999
- ------------------------------------------------------------------------------
T. Rowe Price International Stock
Subaccount
1999............................... $1.533035 $2.001071 4,799,569.572
1998............................... $1.346560 $1.533035 4,958,037.992
1997............................... $1.330640 $1.346560 4,334,553.810
1996............................... $1.171039 $1.330640 2,084,832.841
1995............................... $1.073958 $1.171039 681,093.799
</TABLE>
(/1/) Period from June 16, 1995 through December 31, 1995
(/2/) Period from June 28, 1995 through December 31, 1995
(/3/) Period from April 28, 1995 through December 31, 1995
(/4/) Period from December 13, 1996 through December 31, 1996.
(/5/) Period from May 1, 1997 through December 31, 1997.
(/6/) Period from January 14, 1998 through December 31, 1998.
(/7/) Period from June 21, 1999 through December 31, 1999.
The Transamerica VIF Growth Subaccount, Fidelity--VIP Equity-Income Subaccount,
Fidelity--VIP II Contrafund(R) Subaccount, Fidelity--VIP III Growth
Opportunities Subaccount, Fidelity--VIP III Mid Cap Subaccount, WRL Alger
Aggressive Growth Subaccount, WRL Goldman Sachs Growth Subaccount, WRL Janus
Global Subaccount, WRL NWQ Value Equity Subaccount, WRL Pilgrim Baxter Mid Cap
Growth Subaccount , WRL Salomon All Cap Subaccount, WRL T. Rowe Price Dividend
Growth Subaccount and WRL T. Rowe Price Small Cap Subaccount had not commenced
operations as of December 31, 1999, therefore, comparable data is not
available.
The target account had not commenced operations as of December 31, 1999,
therefore comparable data is not available.
38
<PAGE>
APPENDIX B
HISTORICAL PERFORMANCE DATA
THE MUTUAL FUND ACCOUNT
Standard Performance Data
AUSA Life may advertise historical yields and total returns for the subaccounts
of the mutual fund account. In addition, AUSA Life may advertise the effective
yield of the subaccount investing in the Endeavor Money Market Portfolio (the
"Endeavor Money Market Subaccount"). These figures will be calculated according
to standardized methods prescribed by the SEC. They are based on historical
earnings and are not intended to indicate future performance.
Endeavor Money Market Subaccount. The yield of the Endeavor Money Market
Subaccount for a policy refers to the annualized income generated by an
investment under a policy in the subaccount over a specified seven-day period.
The yield is calculated by assuming that the income generated for that seven-
day period is generated each seven-day period over a 52-week period and is
shown as a percentage of the investment. The effective yield is calculated
similarly but, when annualized, the income earned by an investment under a
policy in the subaccount is assumed to be reinvested. The effective yield will
be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.
Other Subaccounts. The yield of a mutual fund subaccount (other than the
Endeavor Money Market Subaccount) for a policy refers to the annualized income
generated by an investment under a policy in the subaccount over a specified
thirty-day period. The yield is calculated by assuming that the income
generated by the investment during that thirty-day period is generated each
thirty-day period over a 12-month period and is shown as a percentage of the
investment.
The total return of a subaccount refers to return quotations assuming an
investment under a policy has been held in the subaccount for various periods
of time including a period measured from the date the subaccount commenced
operations. When a subaccount has been in operation for one, five, and ten
years, respectively, the total return for these periods will be provided. The
total return quotations for a subaccount will represent the average annual
compounded rates of return that equate an initial investment of $1,000 in the
subaccount to the redemption value of that investment as of the last day of
each of the periods for which total return quotations are provided.
The yield and total return calculations for a subaccount do not reflect the
effect of any premium taxes that may be applicable to a particular policy. The
yield calculations also do not reflect the effect of any surrender charge that
may be applicable to a particular policy. To the extent that a premium tax
and/or surrender charge is applicable to a particular policy, the yield and/or
total return of that policy will be reduced. For additional information
regarding yields and total returns calculated using the standard formats
briefly summarized above, please refer to the Statement of Additional
Information, a copy of which may be obtained from the service office of AUSA
Life upon request.
Based on the method of calculation described in the Statement of Additional
Information, the average annual total returns for periods from inception of the
subaccounts to December 31, 1999, and for the one and five year periods ended
December 31, 1999, are shown in Table 1 below. Total returns shown reflect
deductions for the mortality and expense risk fee and administrative charges.
Performance figures may reflect the 1.25% mortality and expense risk fee for
the Annual Step-Up Death Benefits, or the 1.10% mortality and expense risk fee
for the Return of Premium Death Benefit. Standard total return calculations
will reflect the effect of surrender charges that may be applicable to a
particular period.
39
<PAGE>
TABLE 1--A
Standard Average Annual Total Returns(/1/)
(Assuming A Surrender Charge)
- --------------------------------------------------------------------------------
Annual Step--Up Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Inception
of the
1 Year 5 Year Subaccount Subaccount
Ended Ended to Inception
Subaccount 12/31/99 12/31/99 12/31/99 Date
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dreyfus Small Cap Value(/2/)... 22.14% N/A 15.88% January 1, 1995
Dreyfus U.S. Government
Securities.................... (7.83%) N/A 2.87% June 16, 1995
Endeavor Asset Allocation...... 19.17% N/A 19.05% January 1, 1995
Endeavor Enhanced Index........ 11.02% N/A 24.36% May 1, 1997
Endeavor High Yield............ N/A N/A (5.93%) June 21, 1999
Endeavor Janus Growth.......... 51.59% N/A 37.56% January 1, 1995
Endeavor Opportunity Value..... (2.23%) N/A 6.15% December 13, 1996
Endeavor Value Equity.......... (10.00%) N/A 14.75% January 1, 1995
Endeavor Select................ N/A N/A 20.07% June 21, 1999
T. Rowe Price Equity Income.... (3.54%) N/A 14.58% June 28, 1995
T. Rowe Price Growth Stock..... 15.01% N/A 23.47% April 28, 1995
T. Rowe Price International
Stock......................... 25.08% N/A 12.85% January 1, 1995
Transamerica VIF Growth........ N/A N/A N/A May 1, 2000
Fidelity--VIP Equity-Income--
Service Class 2............... N/A N/A N/A May 1, 2000
Fidelity--VIP II
Contrafund(R)--Service Class
2............................. N/A N/A N/A May 1, 2000
Fidelity--VIP III Growth
Opportunities--Service Class
2............................. N/A N/A N/A May 1, 2000
Fidelity--VIP III Mid Cap--
Service Class 2............... N/A N/A N/A May 1, 2000
WRL Alger Aggressive Growth.... N/A N/A N/A May 1, 2000
WRL Goldman Sachs Growth....... N/A N/A N/A May 1, 2000
WRL Janus Global............... N/A N/A N/A May 1, 2000
WRL NWQ Value Equity........... N/A N/A N/A May 1, 2000
WRL Pilgrim Baxter Mid Cap
Growth........................ N/A N/A N/A May 1, 2000
WRL Salomon All Cap............ N/A N/A N/A May 1, 2000
WRL T. Rowe Price Dividend
Growth........................ N/A N/A N/A May 1, 2000
WRL T. Rowe Price Small Cap.... N/A N/A N/A May 1, 2000
</TABLE>
40
<PAGE>
TABLE 1--B
Standard Average Annual Total Returns(/1/)
(Assuming A Surrender Charge)
- --------------------------------------------------------------------------------
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Inception
of the
1 Year 5 Year Subaccount Subaccount
Ended Ended to Inception
Subaccount 12/31/98 12/31/98 12/31/98 Date
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dreyfus Small Cap Value(/2/)... 22.33% N/A 16.05% January 1, 1995
Dreyfus U.S. Government
Securities.................... (7.85%) N/A 2.99% June 16, 1995
Endeavor Asset Allocation...... 19.36% N/A 19.23% January 1, 1995
Endeavor Enhanced Index........ 11.19% N/A 24.54% May 1, 1997
Endeavor High Yield............ N/A N/A (5.85%) June 21, 1999
Endeavor Janus Growth(/3/)..... 51.82% N/A 37.77% January 1, 1995
Endeavor Opportunity Value..... (2.07%) N/A 6.31% December 13, 1996
Endeavor Value Equity.......... (9.86%) N/A 14.92% January 1, 1995
Endeavor Select................ N/A N/A 20.17% June 21, 1999
T. Rowe Price Equity Income.... (3.39%) N/A 14.75% June 28, 1995
T. Rowe Price Growth Stock..... 15.19% N/A 23.66% April 28, 1995
T. Rowe Price International
Stock(/4/).................... 25.28% N/A 13.02% January 1, 1995
Transamerica VIF Growth(/5/)... N/A N/A N/A May 1, 2000
Fidelity--VIP Equity-Income--
Service Class 2(/5/).......... N/A N/A N/A May 1, 2000
Fidelity--VIP II
Contrafund(R)--Service Class
2(/5/)........................ N/A N/A N/A May 1, 2000
Fidelity--VIP III Growth
Opportunities--Service Class
2(/5/)........................ N/A N/A N/A May 1, 2000
Fidelity--VIP III Mid Cap--
Service Class 2(/5/).......... N/A N/A N/A May 1, 2000
WRL Alger Aggressive
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL Goldman Sachs Growth(/5/).. N/A N/A N/A May 1, 2000
WRL Janus Global(/5/).......... N/A N/A N/A May 1, 2000
WRL NWQ Value Equity(/5/)...... N/A N/A N/A May 1, 2000
WRL Pilgrim Baxter Mid Cap
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL Salomon All Cap(/5/)....... N/A N/A N/A May 1, 2000
WRL T. Rowe Price Dividend
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL T. Rowe Price Small
Cap(/5/)...................... N/A N/A N/A May 1, 2000
</TABLE>
(/1/) These calculations also assume the policy has been in effect for less than
eight years and that annuity payments have not commenced. Policies in
effect for more than seven years would experience lower mortality and
expense risk fees and therefore the yield and/or total return of such
policies would be increased. In no event will policies which have reached
the annuity commencement date reflect a return based on a mortality and
expense risk fee and administrative charge of more than 1.40%, regardless
of the death benefit option in effect just prior to the commencement of
annuity payments.
(/2/) Effective September 16, 1996, The Dreyfus Corporation became the adviser
to the Dreyfus Small Cap Value Portfolio, formerly known as Quest for
Value Small Cap Portfolio. The portfolio was previously advised by OpCap
Advisors.
(/3/) Effective April 30, 1999, shares of the WRL Janus Growth Portfolio were
removed and replaced with shares of the Endeavor Janus Growth Portfolio.
The Endeavor Janus Growth Portfolio has the same investment objectives,
the same investment adviser (Janus Capital Corporation) and the same
advisory fees as the WRL Janus Growth Portfolio. Performance prior to
May 1, 1999 reflects performance of the annuity subaccount assuming it
was invested in the WRL Janus Growth Portfolio.
(/4/) Effective January 1, 1995, Rowe-Price Fleming International, Inc. became
the adviser to the T. Rowe Price International Stock Portfolio. The
Portfolio's name was changed from the Global Growth Portfolio and the
Portfolio's shareholders approved a change in investment objective from
investments in small capitalization companies on a global basis to
investments in a broad range of companies on an international basis (i.e.,
non-U.S. companies).
(/5/) The Transamerica VIF Growth Subaccount, Fidelity--VIP Equity-Income
Subaccount, Fidelity--VIP II Contrafund(R) Subaccount, Fidelity--VIP III
Growth Opportunities Subaccount, Fidelity--VIP III Mid Cap Subaccount, WRL
Alger Aggressive Growth Subaccount, WRL Goldman Sachs Growth Subaccount,
WRL Janus Global Subaccount, WRL NWQ Value Equity Subaccount, WRL Pilgrim
Baxter Mid Cap Growth Subaccount, WRL Salomon All Cap Subaccount, WRL T.
Rowe Price Dividend Growth Subaccount, and WRL T. Rowe Price Small Cap
Subaccount had not commenced operations as of December 31, 1999,
therefore, comparable information is not available.
41
<PAGE>
The figures for the "from inception" periods in the above tables reflect waiver
of advisory fees and reimbursement of other expenses for all portfolios except
the T. Rowe Price Equity Income Portfolio and the T. Rowe Price Growth Stock
Portfolio. In the absence of such waivers, the average annual total return
figures above for the inception periods would have been lower.
Non-Standard Performance Data
In addition to the standard data discussed above, similar performance data for
other periods may also be shown.
AUSA Life may present the total return data described above on a non-standard
basis. This means that the data may not be reduced by all the fees and charges
under the policy and that the data may be presented for different time periods
and for different premium payment amounts. Non-standardized performance data
will only be disclosed if standardized performance data for the required
periods is also disclosed. Table 2 shows average annual total returns of the
mutual fund subaccount since their inception reduced by all fees and charges
under the policy except surrender charges.
TABLE 2 - A
Non--Standard Average Annual Total Returns(/1/)
(Assuming No Surrender Charge)
- --------------------------------------------------------------------------------
Annual Step - Up Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Inception
of the
1 Year 5 Year Subaccount Subaccount
Ended Ended to Inception
Subaccount 12/31/99 12/31/99 12/31/99 Date
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dreyfus Small Cap Value(/2/)... 27.41% N/A 16.09% January 1, 1995
Dreyfus U.S.Government
Securities.................... (2.38%) N/A 3.43% June 16, 1995
Endeavor Asset Allocation...... 24.46% N/A 19.24% January 1, 1995
Endeavor Enhanced Index........ 16.36% N/A 25.45% May 1, 1997
Endeavor High Yield............ N/A N/A 1.09% June 21, 1999
Endeavor Janus Growth(/3/)..... 56.69% N/A 37.66% January 1, 1995
Endeavor Opportunity Value..... 3.19% N/A 7.19% December 13, 1996
Endeavor Value Equity.......... (4.54%) N/A 14.97% January 1, 1995
Endeavor Select................ N/A N/A 27.09% June 21, 1999
T.Rowe Price Equity Income..... 1.89% N/A 14.95% June 28, 1995
T. Rowe Price Growth Stock..... 20.33% N/A 23.73% April 28, 1995
T. Rowe Price International
Stock(/4/).................... 30.34% N/A 13.09% January 1, 1995
Transamerica VIF Growth(/5/)... N/A N/A N/A May 1, 2000
Fidelity - VIP Equity-Income -
Service Class 2(/5/)......... N/A N/A N/A May 1, 2000
Fidelity - VIP II
Contrafund(R) - Service Class
2(/5/)........................ N/A N/A N/A May 1, 2000
Fidelity - VIP III Growth
Opportunities - Service
Class 2(/5/).................. N/A N/A N/A May 1, 2000
Fidelity - VIP III Mid Cap -
Service Class 2(/5/)......... N/A N/A N/A May 1, 2000
WRL Alger Aggressive
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL Goldman Sachs Growth(/5/).. N/A N/A N/A May 1, 2000
WRL Janus Global(/5/).......... N/A N/A N/A May 1, 2000
WRL NWQ Value Equity(/5/)...... N/A N/A N/A May 1, 2000
WRL Pilgrim Baxter Mid Cap
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL Salomon All Cap(/5/)....... N/A N/A N/A May 1, 2000
WRL T. Rowe Price Dividend
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL T. Rowe Price Small
Cap(/5/)...................... N/A N/A N/A May 1, 2000
</TABLE>
- --------------------------------------------------------------------------------
42
<PAGE>
TABLE 2 - B
Non-Standard Average Annual Total Returns(/1/)
(Assuming No Surrender Charge)
- --------------------------------------------------------------------------------
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Inception
of the
1 Year 5 Year Subaccount Subaccount
Ended Ended to Inception
Subaccount 12/31/99 12/31/99 12/31/99 Date
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dreyfus Small Cap Value(/2/)... 27.60% N/A 16.26% January 1, 1995
Dreyfus U.S.Government
Securities.................... (2.39%) N/A 3.54% June 16, 1995
Endeavor Asset Allocation...... 24.65% N/A 19.42% January 1, 1995
Endeavor Enhanced Index........ 16.53% N/A 25.63% May 1, 1997
Endeavor High Yield............ N/A N/A 1.17% June 21, 1999
Endeavor Janus Growth(/3/)..... 56.92% N/A 37.83% January 1, 1995
Endeavor Opportunity Value..... 3.35% N/A 7.35% December 13, 1996
Endeavor Value Equity.......... (4.39%) N/A 15.14% January 1, 1995
Endeavor Select................ N/A N/A 27.19% June 21, 1999
T. Rowe Price Equity Income.... 2.04% N/A 15.12% June 28, 1995
T. Rowe Price Growth Stock..... 20.51% N/A 23.91% April 28, 1995
T. Rowe Price International
Stock(/4/).................... 30.53% N/A 13.25% January 1, 1995
Transamerica VIF Growth(/5/)... N/A N/A N/A May 1, 2000
Fidelity - VIP Equity-Income -
Service Class 2(/5/)......... N/A N/A N/A May 1, 2000
Fidelity - VIP II
Contrafund(R) - Service Class
2(/5/)........................ N/A N/A N/A May 1, 2000
Fidelity - VIP III Growth
Opportunities - Service Class2(/5/) N/A N/A N/A May 1, 2000
Fidelity - VIP III Mid Cap -
Service Class 2(/5/)......... N/A N/A N/A May 1, 2000
WRL Alger Aggressive
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL Goldman Sachs Growth(/5/).. N/A N/A N/A May 1, 2000
WRL Janus Global(/5/).......... N/A N/A N/A May 1, 2000
WRL NWQ Value Equity(/5/)...... N/A N/A N/A May 1, 2000
WRL Pilgrim Baxter Mid Cap
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL Salomon All Cap(/5/)....... N/A N/A N/A May 1, 2000
WRL T. Rowe Price Dividend
Growth(/5/)................... N/A N/A N/A May 1, 2000
WRL T. Rowe Price Small
Cap(/5/)...................... N/A N/A N/A May 1, 2000
</TABLE>
(/1/) These calculations also assume the policy has been in effect for less than
eight years and that annuity payments have not commenced. Policies in
effect for more than seven years would experience lower mortality and
expense risk fees and therefore the yield and/or total return of such
policies would be increased. In no event will policies which have reached
the annuity commencement date reflect a return based on a mortality and
expense risk fee and administrative charge of more than 1.40%, regardless
of the death benefit option in effect just prior to the commencement of
annuity payments.
(/2/) Effective September 16, 1996, The Dreyfus Corporation became the adviser
to the Dreyfus Small Cap Value Portfolio, formerly known as Quest for
Value Small Cap Portfolio. The portfolio was previously advised by OpCap
Advisors.
(/3/) Effective April 30, 1999, shares of the WRL Janus Growth Portfolio were
removed and replaced with shares of the Endeavor Janus Growth Portfolio.
The Endeavor Janus Growth Portfolio has the same investment objectives,
the same investment adviser (Janus Capital Corportion) and the same
advisory fees as the WRL Janus Growth Portfolio. Performance prior to
May 1, 1999 reflects performance of the annuity subaccount assuming it
was invested in the WRL Janus Growth Portfolio.
(/4/) Effective January 1, 1995, Rowe-Price Fleming International, Inc. became
the adviser to the T. Rowe Price International Stock Portfolio. The
Portfolio's name was changed from the Global Growth Portfolio and the
Portfolio's shareholders approved a change in investment objective from
investments in small capitalization companies on a global basis to
investments in a broad range of companies on an international basis (i.e.,
non-U.S. companies).
(/5/) The Transamerica VIF Growth Subaccount, Fidelity - VIP Equity-Income
Subaccount, Fidelity - VIP II Contrafund(R) Subaccount, Fidelity - VIP III
Growth Opportunities Subaccount, Fidelity - VIP III Mid Cap Subaccount,
WRL Alger Aggressive Growth Subaccount, WRL Goldman Sachs Growth
Subaccount, WRL Janus Global Subaccount, WRL NWQ Value Equity Subaccount,
WRL Pilgrim Baxter Mid Cap Growth Subaccount, WRL Salomon All Cap
Subaccount, WRL T. Rowe Price Dividend Growth Subaccount, and WRL T. Rowe
Price Small Cap Subaccount had not commenced operations as of
December 31, 1999, therefore, comparable information is not available.
43
<PAGE>
The figures for the "from inception" periods in the above tables reflect waiver
of advisory fees and reimbursement of other expenses for all portfolios except
the T. Rowe Price Equity Income Portfolio and the T. Rowe Price Growth Stock
Portfolio. In the absence of such waivers, the average annual total return
figures above for the inception periods would have been lower.
Adjusted Historical Performance Data. AUSA Life may present historic
performance data for the underlying portfolios since their inception reduced by
some or all of the fees and charges under the policy. Such adjusted historic
performance includes data that precedes the inception dates of the mutual fund
subaccounts. This data is designed to show the performance that would have
resulted if the policy had been in existence during that time.
For instance, as shown in Table 3 below, AUSA Life may disclose average annual
total returns for the portfolios reduced by all fees and charges under the
policy, as if the policy had been in existence since the inception of the
portfolio. Such fees and charges include the mortality and expense risk fee,
administrative charge and surrender charges. Table 3 assumes that the policy is
not surrendered, and therefore the surrender charge is not deducted.
The following information is based on the method of calculation described in
the Statement of Additional Information. The adjusted historical average annual
total returns for periods ended December 31, 1999, were as follows:
TABLE 3 - A
Adjusted Historical Average Annual Total Returns(/1/)
(Assuming No Surrender Charge)
- --------------------------------------------------------------------------------
Annual Step-Up Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Corresponding
10 Year Portfolio
Portfolio 1 Year 5 Year or Inception Inception Date
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dreyfus Small Cap Value(/2/).... 27.41% 16.09% 12.99% May 4, 1993
Dreyfus U.S.Government
Securities..................... (2.38%) 4.84% 4.01% May 9, 1994
Endeavor Asset Allocation....... 24.46% 19.15% 13.91% April 8, 1991
Endeavor Enhanced Index......... 16.36% N/A 25.45% May 1, 1997
Endeavor High Yield............. 4.20% N/A 0.05% June 2, 1998
Endeavor Janus Growth........... 56.69% 37.66% 35.08% May 1, 1999
Endeavor Opportunity Value...... 3.19% N/A 6.99% November 18, 1996
Endeavor Value Equity........... (4.54%) 14.99% 11.88% May 27, 1993
Endeavor Select................. 45.59% N/A 24.96% February 2, 1998
T. Rowe Price Equity Income..... 1.89% N/A 15.94% January 3, 1995
T. Rowe Price Growth Stock...... 20.33% N/A 25.45% January 3, 1995
T. Rowe Price International
Stock(/3/)..................... 30.34% 13.09% 8.10% April 8, 1991
Transamerica VIF Growth(/4/).... 35.72% 45.88% 27.77%+ February 26, 1969
Fidelity - VIP Equity-Income -
Service Class 2(/5/).......... 4.63% 16.76% 12.72%+ October 9, 1986
Fidelity - VIP II
Contrafund(R) - Service Class
2(/5/)......................... 22.27% N/A 25.76% January 3, 1995
Fidelity - VIP III Growth
Opportunities - Service Class
2(/5/)......................... 2.58% N/A 19.66% January 3, 1995
Fidelity - VIP III Mid Cap -
Service Class 2(/5/).......... 46.72% N/A 50.74% December 28, 1998
WRL Alger Aggressive Growth..... 66.50% 34.56% 28.38% March 1, 1994
WRL Goldman Sachs Growth........ N/A N/A 16.62% May 3, 1999
WRL Janus Global................ 68.58% 30.94% 25.98% December 3, 1992
WRL NWQ Value Equity............ 6.29% N/A 9.07% May 1, 1996
WRL Pilgrim Baxter Mid Cap
Growth......................... N/A N/A 76.30% May 3, 1999
WRL Salomon All Cap............. N/A N/A 14.41% May 3, 1999
WRL T. Rowe Price Dividend
Growth......................... N/A N/A (8.36%) May 3, 1999
WRL T. Rowe Price Small Cap..... N/A N/A 37.13% May 3, 1999
- ------------------------------------------------------------------------------
+ Ten Year Date
</TABLE>
44
<PAGE>
TABLE 3--B
Adjusted Historical Average Annual Total Returns(/1/)
(Assuming No Surrender Charge)
- --------------------------------------------------------------------------------
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Corresponding
10 Year or Portfolio
Portfolio 1 Year 5 Year Inception Inception Date
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dreyfus Small Cap Value(/2/)...... 27.60% 16.26% 13.16% May 4, 1993
Dreyfus U.S.Government
Securities....................... (2.39%) 4.96% 4.14% May 9, 1994
Endeavor Asset Allocation......... 24.65% 19.42% 14.08% April 8, 1991
Endeavor Enhanced Index........... 16.53% N/A 25.63% May 1, 1997
Endeavor High Yield............... 4.36% N/A 0.19% June 2, 1998
Endeavor Janus Growth............. 56.92% 37.86% 35.21% May 1, 1999
Endeavor Opportunity Value........ 3.35% N/A 7.15% November 18, 1996
Endeavor Value Equity............. (4.39%) 15.14% 12.02% May 27, 1993
Endeavor Select................... 45.80% N/A 25.15% February 2, 1998
T.Rowe Price Equity Income........ 2.04% N/A 16.10% January 3, 1995
T. Rowe Price Growth Stock........ 20.51% N/A 25.63% January 3, 1995
T. Rowe Price International
Stock(/3/)....................... 30.53% 13.25% 8.26% April 8, 1991
Transamerica VIF Growth(/4/)...... 35.92% 39.58% 25.07%+ February 26, 1969
Fidelity - VIP Equity-Income -
Service Class 2(/5/)............ 4.78% 16.94% 12.89%+ October 9, 1986
Fidelity - VIP II Contrafund(R) -
Service Class 2(/5/)............ 22.45% N/A 25.95% January 3, 1995
Fidelity - VIP III Growth
Opportunities - Service Class
2(/5/)........................... 2.74% N/A 19.83% January 3, 1995
Fidelity - VIP III Mid Cap -
Service Class 2(/5/)............ 46.94% N/A 50.96% December 28, 1998
WRL Alger Aggressive Growth....... 66.75% 34.76% 28.57% March 1, 1994
WRL Goldman Sachs Growth.......... N/A N/A 16.74% May 3, 1999
WRL Janus Global.................. 68.82% 31.13% 26.17% December 3, 1992
WRL NWQ Value Equity.............. 6.45% N/A 9.24% May 1, 1996
WRL Pilgrim Baxter Mid Cap
Growth........................... N/A N/A 76.46% May 3, 1999
WRL Salomon All Cap............... N/A N/A 14.52% May 3, 1999
WRL T. Rowe Price Dividend
Growth........................... N/A N/A (8.26%) May 3, 1999
WRL T. Rowe Price Small Cap....... N/A N/A 37.26% May 3, 1999
- ------------------------------------------------------------------------------
</TABLE>
+ Ten Year Date
(/1/) The calculation of total return performance for periods prior to inception
of the subaccounts reflects deductions for the mortality and expense risk
fee and administrative charge on a monthly basis, rather than a daily
basis. The monthly deduction is made at the beginning of each month and
generally approximates the performance that would have resulted if the
subaccounts had actually been in existence since the Inception of the
Portfolio.
(/2/) Effective September 16, 1996, The Dreyfus Corporation became the adviser
to the Dreyfus Small Cap Value Portfolio, formerly known as Quest for
Value Small Cap Portfolio. The portfolio was previously advised by OpCap
Advisors.
(/3/) Effective January 1, 1995, Rowe-Price Fleming International, Inc. became
the Adviser to the T. Rowe Price International Stock Portfolio. The
Portfolio's name was changed from the Global Growth Portfolio and the
Portfolio's shareholders approved a change in investment objective from
investments in small capitalization companies on a global basis to
investments in a broad range of companies on an international basis (i.e.,
non- U.S. companies).
(/4/) The Growth Portfolio of the Transamerica Variable Insurance Fund, Inc., is
the successor to Separate Account Fund C of Transamerica Occidental Life
Insurance Company, a management investment company funding variable
annuities, through a reorganization on November 1, 1996. Accordingly, the
performance data for the Transamerica VIF Growth Portfolio include
performance of its predecessor.
(/5/) Returns prior to January 12, 2000 for the portfolios are based on
historical returns for Initial Class Shares.
The figures for the "five year" and "from inception" periods in the above
tables reflect waiver of advisory fees and reimbursement of other expenses for
all portfolios except the T. Rowe Price Equity Income Portfolio and the T. Rowe
Price Growth Stock Portfolio. In the absence of such waivers, the average
annual total return figures above from the five year and from inception periods
would have been lower.
45
<PAGE>
HISTORICAL PERFORMANCE DATA
THE TARGET STRATEGIES AND THE DOW JONES INDUSTRIAL AVERAGESM
The total return for each target series subaccount will also reflect the
manager's fee and other operating expenses.
Target Strategies--Performance Data
Certain aspects of the investment strategies can be demonstrated using
historical data.
The following table contains three columns that show the performance of:
Column One: the Ten Highest Dividend Yielding Stocks Strategy for the
DJIA;
Column Two: Five Lowest Priced Stocks of the Ten Highest Dividend
Yielding Stocks Strategies in the DJIA; and
Column Three:the performance of the DJIA
The returns shown in the following table and graphs are not guarantees of
future performance and should not be used as predictors of returns to be
expected in connection with a target series subaccount. Both stock prices
(which may appreciate or depreciate) and dividends (which may be increased,
reduced or eliminated) will affect the returns. Each strategy under performed
its respective index in certain years. Accordingly, there can be no assurance
that a target series subaccount will outperform its respective index over the
life of a target series subaccount or over consecutive rollover periods, if
available.
An investor in a target series subaccount would not necessarily realize as high
a total return on an investment in the stocks upon which the hypothetical
returns are based for the following reasons: the total return figures shown do
not reflect the impact of the target account's expenses, brokerage commissions,
or taxes; the target series subaccounts are established at different times of
the year; and the target series subaccounts may not be fully invested at all
times or equally weighted in all stocks comprising a strategy. If any charges
(eg., brokerage commissions, management fees) were reflected in the
hypothetical returns, the returns would be lower than those presented here.
46
<PAGE>
COMPARISON OF TOTAL RETURN(/2/)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Strategy Total Returns
--------------------------------
10 Highest 5 Lowest Priced
Dividend of the 10 Highest Index
Yielding Dividend Total Return
Year Stocks(/1/) Yielding Stocks(/1/) DJIA
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
1975.............................. 56.10% 64.77% 44.46%
1976.............................. 35.18% 40.96% 22.80%
1977.............................. (1.95%) 5.49% (12.91%)
1978.............................. 0.03% 1.23% 2.66 %
1979.............................. 13.01% 9.84% 10.60 %
1980.............................. 27.90% 41.69% 21.90 %
1981.............................. 7.46% 3.19% (3.61)%
1982.............................. 27.12% 43.37% 26.85 %
1983.............................. 39.07% 36.38% 25.82 %
1984.............................. 6.22% 11.12% 1.29 %
1985.............................. 29.54% 38.34% 33.28 %
1986.............................. 35.63% 30.89% 27.00 %
1987.............................. 5.59% 10.69% 5.66 %
1988.............................. 24.57% 21.47% 16.03 %
1989.............................. 26.97% 10.55% 32.09 %
1990.............................. (7.82)% (15.74)% (0.73)%
1991.............................. 34.20% 62.03% 24.19 %
1992.............................. 7.69% 22.90% 7.39 %
1993.............................. 27.08% 34.01% 16.87 %
1994.............................. 4.21% 8.27% 5.03 %
1995.............................. 36.85% 30.50% 36.67 %
1996.............................. 28.35% 26.20% 28.71 %
1997.............................. 21.68% 19.97% 24.82 %
1998.............................. 10.59% 12.36% 18.03 %
1999.............................. 5.06% (7.28%) 27.06%
- --------------------------------------------------------------------------------
</TABLE>
(/1/) The Ten Highest Dividend Yielding Stocks and the Five Lowest Priced Stocks
of the Ten Highest Dividend Yielding Stocks in the DJIA for any given
period were selected by ranking the dividend yields for each of the stocks
in the index, as of the beginning of the period, and dividing by the
stock's market value on the first trading day on the exchange where that
stock principally trades in the given period.
(/2/) Total Return represents the sum of the percentage change in market value
of each group of stocks between the first trading day of a period and the
total dividends paid on each group of stocks during the period divided by
the opening market value of each group of stocks as of the first trading
day of a period. Total Return does not take into consideration any sales
charges, commissions, expenses or taxes. Total Return dividends are
reinvested semi-annually and all returns are stated in terms of the United
States dollar. Based on the year-by-year returns contained in the table,
over the twenty-five years listed above, the Ten Highest Dividend Yielding
Stocks in the DJIA achieved an average annual total return of 19.01%,
while the Five Lowest Priced Stocks of the Ten Highest Dividend Yielding
Stocks in the DJIA achieved an average annual total return of 20.97%. In
addition, over this period, the individual strategies achieved a greater
average annual total return than that of the DJIA, which was 16.83%.
Although each target series subaccount seeks to achieve a better
performance than the index as a whole, there can be no assurance that a
target series subaccount will achieve a better performance.
47
<PAGE>
The performance shown for the strategies does not guarantee future success, nor
should it be used as a predictor of returns. The Dow SM Target 5 strategy and
The Dow SM Target 10 strategy under-performed the DJIA in 8 and 10,
respectively, of the 25 years shown. There can be no assurance that the
strategies will outperform a given index over any time period, or that they
will have positive results. They have the potential for loss.
The results of the strategies do not represent actual investment advice of
First Trust Advisors L.P. or any actual trading using client assets. They were
achieved by the retroactive application of a model designed with the benefit of
hindsight and should not be considered indicative of the competence or skill of
First Trust Advisors L.P. In addition, the strategy results do not reflect the
impact material, economic, and market factors might have had on First Trust
Advisors L.P.'s decision making, if First Trust Advisors L.P. had actually
managed client money during the period indicated.
First Trust Advisors L.P. advisory services, though currently offered for the
strategies, were not offered during the entire 25 year period since First Trust
Advisors L.P. was founded in 1991, and began supervising unit investment trusts
invested in the strategies in 1994. First Trust Advisors L.P.'s investment
advisory clients have received results different from that set forth above.
Past Performance of the DJIA
[GRAPH]
[PLOT POINTS TO COME]
The chart above represents past performance of the DJIA, the Ten Highest
Dividend Yielding DJIA Stocks and the Five Lowest Priced Stocks of the Ten
Highest Yielding DJIA Stocks (but not The Dow SM Target 10 Subaccount or The
Dow SM Target 5 Subaccount) from January 1, 1975 through December 31, 1999 and
should not be considered indicative of future results. Further, these results
are hypothetical. The chart assumes that all dividends during a year are
reinvested semi-annually and does not reflect sales charges, commissions,
expenses or taxes. There can be no assurance that either The Dow SM Target 10
Subaccount or The Dow SM Target 5 Subaccount will outperform the DJIA.
Investors should not rely on the preceding financial information as an
indication of the past or future performance of the target series subaccounts.
Standard Performance Data
AUSA Life may advertise historical total returns for the target series
subaccounts. These figures will be calculated according to standardized methods
prescribed by the SEC. They will be based on historical earnings and are not
intended to indicate future performance.
48
<PAGE>
The total return calculations for a target series subaccount do not reflect the
effect of any premium taxes that may be applicable to a particular policy. To
the extent that any or all of a premium tax is applicable to a particular
policy, the total return of that policy will be reduced. For additional
information regarding total returns calculated using the standard formats
briefly summarized above, please refer to the SAI.
Non-Standard Performance Data
AUSA Life may also advertise or disclose average annual total return or other
performance data in non-standard formats for a target series subaccount. The
non-standard data may assume that the policy remains in force and therefore not
reflect the surrender charge. The non-standard performance data may make other
assumptions such as the amount invested in a target series subaccount,
differences in time periods to be shown, or the effect of partial withdrawals
or annuity payments and may also make other assumptions.
All non-standard performance data will be advertised only if the standard
performance data is also disclosed. For additional information regarding the
calculation of other performance data, please refer to the SAI.
49
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
THE ENDEAVOR VARIABLE ANNUITY
Issued through
AUSA ENDEAVOR VARIABLE
ANNUITY ACCOUNT
and
AUSA ENDEAVOR TARGET ACCOUNT
Offered by
AUSA LIFE INSURANCE COMPANY, INC.
666 Fifth Avenue
New York, New York 10103
This Statement of Additional Information expands upon subjects discussed in the
current prospectus for the Endeavor Variable Annuity offered by AUSA Life
Insurance Company, Inc. ("AUSA Life"). You may obtain a copy of the prospectus
dated May 1, 2000, by calling 1-800-525-6205, or by writing to the Service
Office, Financial Markets Division--Variable Annuity Dept., 4333 Edgewood Road,
N.E., Cedar Rapids, Iowa 52499-0001. Terms used in the current prospectus for
the policy are incorporated in this Statement of Additional Information.
This Statement of Additional Information (SAI) is not a prospectus and should
be read only in conjunction with the prospectuses for the policy and the
underlying fund portfolios.
Dated: May 1, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
GLOSSARY OF TERMS........................................................... 4
THE POLICY--GENERAL PROVISIONS.............................................. 6
Owner..................................................................... 6
Entire Policy............................................................. 6
Misstatement of Age or Sex................................................ 6
Addition, Deletion, Substitution of Investments........................... 7
Reallocation of Policy Values After the Annuity Commencement Date......... 7
Annuity Payment Options................................................... 8
Death Benefit............................................................. 9
Death of Owner............................................................ 11
Assignment................................................................ 11
Evidence of Survival...................................................... 11
Non-Participating......................................................... 11
Amendments................................................................ 11
Employee and Agent Purchases.............................................. 12
CERTAIN FEDERAL INCOME TAX CONSEQUENCES..................................... 12
Tax Status of the Policy.................................................. 12
Taxation of AUSA Life..................................................... 15
INVESTMENT EXPERIENCE....................................................... 15
Accumulation Units........................................................ 15
Annuity Unit Value and Annuity Payment Rates.............................. 17
HISTORICAL PERFORMANCE DATA................................................. 19
Money Market Yields....................................................... 19
Other Subaccount Yields................................................... 20
Total Returns............................................................. 21
Other Performance Data.................................................... 21
Adjusted Historical Performance Data--The Mutual Fund Account............. 22
THE TARGET ACCOUNT.......................................................... 22
Investment Strategy....................................................... 22
Determination of Unit Value; Valuation of Securities...................... 23
The Board of Managers..................................................... 23
The Investment Advisory Services.......................................... 27
The Manager............................................................... 27
Operating Expenses........................................................ 28
Transfer Agent and Custodian.............................................. 28
Brokerage Allocation...................................................... 28
Investment Restrictions................................................... 29
Fundamental Policies...................................................... 29
Operating Policies........................................................ 29
Options and Futures Strategies............................................ 30
Securities Lending........................................................ 32
Tax Limitation............................................................ 32
PUBLISHED RATINGS........................................................... 33
STATE REGULATION OF AUSA LIFE............................................... 33
RECORDS AND REPORTS......................................................... 33
DISTRIBUTION OF THE POLICIES................................................ 33
VOTING RIGHTS............................................................... 34
The Mutual Fund Account................................................... 34
The Target Account........................................................ 34
OTHER PRODUCTS.............................................................. 35
</TABLE>
-2-
<PAGE>
<TABLE>
<S> <C>
CUSTODY OF ASSETS........................................................... 35
LEGAL MATTERS............................................................... 36
INDEPENDENT AUDITORS........................................................ 36
OTHER INFORMATION........................................................... 36
FINANCIAL STATEMENTS........................................................ 36
</TABLE>
-3-
<PAGE>
GLOSSARY OF TERMS
Accumulation Unit--An accounting unit of measure used in calculating the policy
value in the mutual fund account and target account before the annuity
commencement date.
Annual Stock Selection Date--The last business day of a specified 12-month
period.
Annuitant--The person during whose life any annuity payments involving life
contingencies will continue.
Annuity Commencement Date--The date upon which annuity payments are to
commence. This date may be any date at least thirty days after the policy date
and may not be later than the last day of the policy month starting after the
annuitant attains age 85, except as expressly allowed by AUSA Life. In no event
will this date be later than the last day of the policy month following
annuitant's 90th birthday.
Annuity Payment Option--A method of receiving a stream of annuity payments
selected by the owner.
Annuity Unit--An accounting unit of measure used in the calculation of the
amount of the second and each additional variable annuity payment.
Application--A written application, order form, or any other information
received electronically or otherwise upon which the policy is issued and/or is
reflected on the data or specifications page.
Beneficiary--The person who has the right to the death benefit set forth in the
policy.
Business Day--A day when the New York Stock Exchange is open for business.
Cash Value--The policy value less the surrender charge, service charge, and
premium tax charge, if any.
Code--The Internal Revenue Code of 1986, as amended.
DJIA--The Dow Jones Industrial AverageSM. Thirty stocks chosen by the editors
of The Wall Street Journal as representative of the broad market and of
American industry.
Excess Premium Withdrawals--The amount of a premium payment withdrawal which is
more than the amount that may be taken free from surrender charge.
Fixed Account--A part of the general account of AUSA Life. General account
assets consist of all of the assets of AUSA Life that are not in separate
accounts.
Guaranteed Period Option--The one year guaranteed interest rate period of the
fixed account, which AUSA Life may offer, into which premiums may be paid or
amounts transferred.
Initial Stock Selection Date--The date is December 31, 1999 for the January
Series.
Mutual Fund Account--AUSA Endeavor Variable Annuity Account, a separate account
established and registered as a unit investment trust under the Investment
Company Act of 1940, as amended (the "1940 Act"), to which premium payments
under the policies may be allocated.
Mutual Fund Subaccount--A subdivision within the mutual fund account the assets
of which are invested in a specified portfolio of the underlying funds.
Nonqualified Policy--A policy other than a qualified policy.
-4-
<PAGE>
Owner--The person who may exercise all rights and privileges under the policy.
The owner during the lifetime of the annuitant and prior to the annuity
commencement date is the person designated as the owner or a successor owner in
the application or other information.
Policy Value--The policy form refers to this as "annuity purchase value." The
value in the policy that may be used to purchase a stream of annuity payments.
On or before the annuity commencement date, this is an amount equal to:
. the premiums paid; minus
. partial withdrawals taken; plus
. interest credited in the fixed account; plus or minus
. accumulated gains or losses in the mutual fund account and the target
account; minus
. any applicable service charges, premium taxes, and transfer fees.
Policy Year--A policy year begins on the date of issue and on each policy
anniversary.
Premium Payment--An amount paid to AUSA Life by the owner or on the owner's
behalf as consideration for the benefits provided by the policy.
Qualified Policy--A policy issued in connection with retirement plans that
qualify for special federal income tax treatment.
Service Charge--An annual charge on each policy anniversary for policy
maintenance and related administrative expenses. This annual charge is the
lesser of 2% of the policy value or $35.
Service Office--Financial Markets Division--Variable Annuity Dept., 4333
Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.
Successor Owner--A person appointed by the owner to succeed to ownership of the
policy in the event of the death of the owner who is not the annuitant before
the annuity commencement date.
Surrender Charge--A percentage of each excess premium withdrawal, which is
deducted by AUSA Life upon surrender or partial withdrawal from the policy. The
surrender charge percentage ranges from 7% to 0% depending upon the length of
time from the date of each premium payment to the date of withdrawal.
Target Account--A separate account established and registered as a management
investment company under the 1940 Act to which premium payments under the
policies may be allocated.
Target Series Subaccount--A subdivision within the target account, the assets
of which are invested in common stocks selected according to a specified
investment strategy, with a specified stock selection date.
Valuation Period--The period of time from one determination of accumulation
unit and annuity unit values to the next subsequent determination of values.
Such determination shall be made on each business day.
Variable Annuity Payments--Payments made pursuant to an annuity payment option
which fluctuate as to dollar amount or payment term in relation to the
investment performance of the specified subaccounts within the mutual fund
account or the target account.
Written Notice or Written Request--Written notice, signed by the owner, that
gives AUSA Life the information it requires and is received at the service
office. For some transactions, AUSA Life may accept an electronic notice. Such
electronic notice must meet the requirements AUSA Life establishes for such
notices. Telephone instructions are not permitted.
-5-
<PAGE>
In order to supplement the description in the prospectus, the following
provides additional information about AUSA Life and the policy, which may be of
interest to a prospective purchaser.
THE POLICY--GENERAL PROVISIONS
Owner
The policy shall belong to the owner upon issuance of the policy after
completion of an application and delivery of the initial premium payment. While
the annuitant is living, the owner may: (1) assign the policy; (2) surrender
the policy; (3) amend or modify the policy with AUSA Life's consent; (4)
receive annuity payments or name a payee to receive the payments; and (5)
exercise, receive and enjoy every other right and benefit contained in the
policy. The exercise of these rights may be subject to the consent of any
assignee or irrevocable beneficiary.
A successor owner can be named in the application or in a written notice. The
successor owner will become the new owner upon the owner's death, if the owner
predeceases the annuitant. If no successor owner survives the owner and the
owner predeceases the annuitant, the owner's estate will become the owner.
Note carefully. If the owner does not name a contingent owner, the owner's
estate will become the new owner. If no probate estate is opened because the
owner has precluded the opening of a probate estate by means of a trust or
other instrument, unless AUSA Life has received written notice of the trust as
a successor owner signed prior to the owner's death, that trust may not
exercise ownership rights to the policy. It may be necessary to open a probate
estate in order to exercise ownership rights to the policy if no contingent
owner is named in a written notice received by AUSA Life.
The owner may change the ownership of the policy in a written notice. When this
change takes effect, all rights of ownership in the policy will pass to the new
owner. A change of ownership may have adverse tax consequences.
When there is a change of owner or successor owner, the change will not be
effective until it is recorded in our records. Once recorded, it will take
effect as of the date the owner signs the written notice, subject to any
payment AUSA Life has made or action AUSA Life has taken before recording the
change. Changing the owner or naming a new successor owner cancels any prior
choice of successor owner, but does not change the designation of the
beneficiary or the annuitant.
If ownership is transferred (except to the owner's spouse) because the owner
dies before the annuitant, the cash value generally must be distributed to the
successor owner within five years of the owner's death, or payments must be
made for a period certain or for the successor owner's lifetime so long as any
period certain does not exceed that successor owner's life expectancy, if the
first payment begins within one year of the owner's death.
Entire Policy
The policy, any endorsements thereon, and the applications constitute the
entire contract between AUSA Life and the owner. All statements in the
application are representations and not warranties. No statement will cause the
policy to be void or to be used in defense of a claim unless contained in the
application.
Misstatement of Age or Sex
If the age or sex of the annuitant has been misstated, AUSA Life will change
the annuity benefit payable to that which the premium payments would have
purchased for the correct age or sex. The dollar
-6-
<PAGE>
amount of any underpayment made by AUSA Life shall be paid in full with the
next payment due such person or the beneficiary. The dollar amount of any
overpayment made by AUSA Life due to any misstatement shall be deducted from
payments subsequently accruing to such person or beneficiary. Any underpayment
or overpayment will include interest at 5% per year, from the date of the wrong
payment to the date of the adjustment. The age of the annuitant may be
established at any time by the submission of proof satisfactory to AUSA Life.
Addition, Deletion, or Substitution of Investments
AUSA Life cannot and does not guarantee that any of the mutual fund subaccounts
or target series subaccounts will always be available for premium payments,
allocations, or transfers. AUSA Life retains the right, subject to any
applicable law, to make certain changes in the mutual fund account and its
investments. AUSA Life reserves the right to eliminate the shares of any
portfolio held by a mutual fund subaccount and to substitute shares of another
portfolio of the underlying funds, or of another registered open-end management
investment company for the shares of any portfolio, if the shares of the
portfolio are no longer available for investment or if, in AUSA Life's
judgment, investment in any portfolio would be inappropriate in view of the
purposes of the mutual fund account. To the extent required by the 1940 Act,
substitutions of shares attributable to your interest in a mutual fund
subaccount will not be made without prior notice to you and the prior approval
of the SEC. AUSA Life retains the right, subject to any applicable law, to make
certain changes in the target account and its investments. AUSA Life reserves
the right to eliminate a target series subaccount if, in AUSA Life's judgment,
investment in any target series subaccount would be inappropriate in view of
the purposes of the policy or for any other reason. Nothing contained herein
shall prevent the mutual fund account from purchasing other securities for
other series or classes of variable annuity policies, or from effecting an
exchange between series or classes of variable annuity policies on the basis of
your requests.
New subaccounts may be established when, in the sole discretion of AUSA Life,
marketing, tax, investment or other conditions warrant. Any new subaccounts may
be made available to existing owners on a basis to be determined by AUSA Life.
Each additional subaccount will purchase shares in a mutual fund portfolio,
other investment vehicle, or, in the case of the target account, in shares of
common stock. AUSA Life may also eliminate one or more subaccounts if, in its
sole discretion, marketing, tax, investment or other conditions warrant such
change. In the event any subaccount is eliminated, AUSA Life will notify you
and request a reallocation of the amounts invested in the eliminated
subaccount. If no such reallocation is provided by you, AUSA Life will reinvest
the amounts in the subaccount that invests in the Endeavor Money Market
Portfolio (or in a similar portfolio of money market instruments), in another
subaccount, or in the fixed account, if appropriate.
In the event of any such substitution or change, AUSA Life may, by appropriate
endorsement, make such changes in the policies as may be necessary or
appropriate to reflect such substitution or change. Furthermore, if deemed to
be in the best interests of persons having voting rights under the policies,
the mutual fund account may be (i) operated as a management company under the
1940 Act or any other form permitted by law, (ii) deregistered under the 1940
Act in the event such registration is no longer required or (iii) combined with
one or more other mutual fund accounts, and the target account may be (i)
operated in any form permitted by law, (ii) deregistered under the 1940 Act in
the event such registration is no longer required or (iii) combined with one or
more other mutual fund accounts. To the extent permitted by applicable law,
AUSA Life also may transfer the assets of the mutual fund account or target
account associated with the policies to another account or accounts.
Reallocation of Annuity Units After the Annuity Commencement Date
After the annuity commencement date, the owner may reallocate the value of a
designated number of annuity units of a mutual fund subaccount or of a target
series subaccount then credited to a policy into an equal value of annuity
units of one or more other mutual fund subaccounts, target series subaccounts
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<PAGE>
or the fixed account. The reallocation shall be based on the relative value of
the annuity units of the subaccount(s) at the end of the business day on the
next payment date. The minimum amount which may be reallocated is the lesser of
(1) $10 of monthly income or (2) the entire monthly income of the annuity units
in the subaccount from which the transfer is being made. If the monthly income
of the annuity units remaining in a subaccount after a reallocation is less
than $10, AUSA Life reserves the right to include the value of those annuity
units as part of the transfer. The request must be in writing to AUSA Life's
service office. There is no charge assessed in connection with such
reallocation. A reallocation of annuity units may be made up to four times in
any given policy year.
After the annuity commencement date, no transfers may be made from the fixed
account to the mutual fund account or the target account.
Annuity Payment Options
During the lifetime of the annuitant and prior to the annuity commencement
date, the owner may choose an annuity payment option or change the election,
but written notice of any election or change of election must be received by
AUSA Life at its service office at least thirty (30) days prior to the annuity
commencement date. If no election is made prior to the annuity commencement
date, annuity payments will be made under (i) Payment Option 3, life income
with level payments for 10 years certain, using the existing policy value of
the fixed account, or (ii) under Payment Option 3, life income with variable
payments for 10 years certain using the existing policy value of the mutual
fund account or the target account, or (iii) in a combination of (i) and (ii).
The person who elects an annuity payment option can also name one or more
successor payees to receive any unpaid amount AUSA Life has at the death of a
payee. Naming these payees cancels any prior choice of a successor payee.
A payee who did not elect the annuity payment option does not have the right to
advance or assign payments, take the payments in one sum, or make any other
change. However, the payee may be given the right to do one or more of these
things if the person who elects the option tells AUSA Life in writing and AUSA
Life agrees.
Variable Payment Options. The dollar amount of the first variable annuity
payment will be determined in accordance with the annuity payment rates set
forth in the applicable table contained in the policy. The tables are based on
a 5% effective annual Assumed Investment Return and the "1983 Table a" (male,
female, and unisex if required by law) mortality table with projection using
projection Scale G factors, assuming a maturity date in the year 2000. ("The
1983 Table a" mortality rates are adjusted based on improvements in mortality
since 1983 to more appropriately reflect increased longevity. This is
accomplished using a set of improvement factors referred to as projection scale
G.) The dollar amount of additional variable annuity payments will vary based
on the investment performance of the subaccount(s) of the mutual fund account
and the target account selected by the annuitant or beneficiary.
Determination of the First Variable Payment. The amount of the first variable
payment depends upon the sex (if consideration of sex is allowed under state
law) and adjusted age of the annuitant. The adjusted age is the annuitant's
actual age nearest birthday, on the annuity commencement date, adjusted as
follows:
<TABLE>
<CAPTION>
Annuity Commencement Date Adjusted Age
------------------------- ------------
<S> <C>
Before 2001 Actual Age
2001-2010 Actual Age minus 1
2011-2020 Actual Age minus 2
2021-2030 Actual Age minus 3
2031-2040 Actual Age minus 4
After 2040 As determined by AUSA Life
</TABLE>
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<PAGE>
This adjustment assumes an increase in life expectancy, and therefore it
results in lower payments than without such an adjustment.
Determination of Additional Variable Payments. All variable annuity payments
other than the first are calculated using annuity units and are credited to the
policy. The number of annuity units to be credited in respect of a particular
subaccount is determined by dividing that portion of the first variable annuity
payment attributable to that subaccount by the annuity unit value of that
subaccount on the annuity commencement date. The number of annuity units of
each particular subaccount credited to the policy then remains fixed, assuming
no transfers to or from that subaccount occur. The dollar value of variable
annuity units in the chosen subaccount will increase or decrease reflecting the
investment experience of the chosen subaccount. The dollar amount of each
variable annuity payment after the first may increase, decrease or remain
constant. This amount is equal to the sum of the amounts determined by
multiplying the number of annuity units of each particular subaccount credited
to the policy by the annuity unit value for the particular subaccount as of the
first business day of each month.
Death Benefit
Adjusted Partial Withdrawal. The amount of your guaranteed minimum death
benefit is reduced due to an adjusted partial withdrawal. The reduction amount
depends on the relationship between your guaranteed minimum death benefit and
policy value. The adjusted partial withdrawal in the guaranteed minimum death
benefit is the sum of (1) and (2), where:
(1) The surrender-charge-free withdrawal amount taken; and
(2) The amount that an excess partial withdrawal (the portion of a
withdrawal that can be subject to a surrender charge) reduces the policy
value times [(a) divided by (b)] where:
(a) is the amount of the death benefit prior to the excess partial
withdrawal; and
(b) is the policy value prior to the excess partial withdrawal.
The following examples describe the effect of a withdrawal on the guaranteed
minimum death benefit and policy value.
Example 1
<TABLE>
- -------------------------------------------------------------------------------
<C> <S>
$75,000 current guaranteed minimum death benefit before withdrawal
- -------------------------------------------------------------------------------
$50,000 current policy value before withdrawal
- -------------------------------------------------------------------------------
$75,000 current death benefit (larger of policy value and guaranteed minimum
death benefit)
- -------------------------------------------------------------------------------
6% current surrender charge percentage
- -------------------------------------------------------------------------------
$15,000 requested withdrawal
- -------------------------------------------------------------------------------
$ 5,000 surrender charge-free amount (assumes 10% free percentage is
available)
- -------------------------------------------------------------------------------
$10,000 excess partial withdrawal--(amount subject to surrender charge)
- -------------------------------------------------------------------------------
$ 600 surrender charge on (excess partial withdrawal) = 0.06 * 10,000
- -------------------------------------------------------------------------------
$10,600 reduction in policy value due to excess partial withdrawal = 10,000 +
600
- -------------------------------------------------------------------------------
$20,000 adjusted partial withdrawal = $5,000 + $10,000 * (75,000/50,000)
- -------------------------------------------------------------------------------
$55,000 new guaranteed minimum death benefit (after withdrawal) = 75,000 -
20,000
- -------------------------------------------------------------------------------
$34,400 new policy value (after withdrawal) = 50,000 - 5,000 - 10,600
</TABLE>
Summary:
Reduction in guaranteed minimum death benefit =
$20,000
Reduction in policy value = $15,600
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<PAGE>
Note, the guaranteed minimum death benefit is reduced more than the policy
value since the guaranteed minimum death benefit was greater than the policy
value just prior to the withdrawal.
Example 2
<TABLE>
- ------------------------------------------------------------------------------
<C> <S>
$50,000 current guaranteed minimum death benefit before withdrawal
- ------------------------------------------------------------------------------
$75,000 current policy value before withdrawal
- ------------------------------------------------------------------------------
$75,000 current death benefit (larger of policy value and guaranteed minimum
death benefit)
- ------------------------------------------------------------------------------
6% current surrender charge percentage
- ------------------------------------------------------------------------------
$15,000 requested withdrawal
- ------------------------------------------------------------------------------
$ 7,500 surrender charge-free amount (assumes 10% free percentage is
available)
- ------------------------------------------------------------------------------
$ 7,500 excess partial withdrawal--(amount subject to surrender charge)
- ------------------------------------------------------------------------------
$ 450 surrender charge on (excess partial withdrawal) = 0.06 * 7,500
- ------------------------------------------------------------------------------
$ 7,950 reduction in policy value due to excess partial withdrawal =
7,500+450
- ------------------------------------------------------------------------------
$15,450 adjusted partial withdrawal = $7,500+$7,950 * (75,000/75,000)
- ------------------------------------------------------------------------------
$34,550 new guaranteed minimum death benefit (after withdrawal) = 50,000-
15,450
- ------------------------------------------------------------------------------
$59,550 new policy value (after withdrawal) = 75,000-7,500-7,950
</TABLE>
Summary:
Reduction in the guaranteed minimum death
benefit = $15,450
Reduction in policy value = $15,450
Note, the guaranteed minimum death benefit and policy value are reduced by the
same amount since the policy value was higher than the guaranteed minimum death
benefit just prior to the withdrawal.
Due proof of death of the annuitant is proof that the annuitant who is the
owner died prior to the commencement of annuity payments. A certified copy of a
death certificate, a certified copy of a decree of a court of competent
jurisdiction as to the finding of death, a written statement by the attending
physician, or any other proof satisfactory to AUSA Life will constitute due
proof of death. Upon receipt of this proof and an election of a method of
settlement and return of the policy, the death benefit generally will be paid
within seven days, or as soon thereafter as AUSA Life has sufficient
information about the beneficiary to make the payment. The beneficiary may
receive the amount payable in a lump sum cash benefit, or, subject to any
limitation under any state or federal law, rule, or regulation, under one of
the annuity payment options described above, unless a settlement agreement is
effective at the death of the owner preventing such election.
If the annuitant was the owner, and the beneficiary was not the annuitant's
spouse, the death benefit must (1) be distributed within five years of the date
of the deceased owner's death, or (2) payments under an annuity payment option
must begin no later than one year after the deceased owner's death and must be
made for the beneficiary's lifetime or for a period certain (so long as any
period certain does not exceed the beneficiary's life expectancy). Death
proceeds which are not paid to or for the benefit of a natural person must be
distributed within five years of the date of the deceased owner's death. If the
sole beneficiary is the deceased owner's surviving spouse, such spouse may
elect to continue the policy as the new annuitant and owner instead of
receiving the death benefit.
If the annuitant is not the owner, and the owner dies prior to the annuity
commencement date, a successor owner may surrender the policy at any time for
the amount of the policy value. If the
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<PAGE>
successor owner is not the deceased owner's spouse, however, the policy value
must be distributed: (1) within five years after the date of the deceased
owner's death, or (2) payments under an annuity payment option must begin no
later than one year after the deceased owner's death and must be made for the
successor owner's lifetime or for a period certain (so long as any period
certain does not exceed the successor owner's life expectancy).
Beneficiary. The beneficiary designation in the application will remain in
effect until changed. The owner may change the designated beneficiary by
sending written notice to AUSA Life. The beneficiary's consent to such change
is not required unless the beneficiary was irrevocably designated or law
requires consent. (If an irrevocable beneficiary dies, the owner may then
designate a new beneficiary.) The change will take effect as of the date the
owner signs the written notice, whether or not the owner is living when the
notice is received by AUSA Life. AUSA Life will not be liable for any payment
made before the written notice is received. If more than one beneficiary is
designated, and the owner fails to specify their interests, they will share
equally.
Death of Owner
Federal tax law requires that if any owner (including any joint owner or any
successor owner who has become a current owner) dies before the annuity
commencement date, then the entire value of the policy must generally be
distributed within five years of the date of death of such owner. Certain rules
apply where (1) the spouse of the deceased owner is the sole beneficiary, (2)
the owner is not a natural person and the primary annuitant dies or is changed,
or (3) any owner dies after the annuity commencement date. See "Certain Federal
Income Tax Consequences" for more information about these rules. Other rules
may apply to qualified policies.
Assignment
During the lifetime of the annuitant the owner may assign any rights or
benefits provided by the policy if your policy is a nonqualified policy. An
assignment will not be binding on AUSA Life until a copy has been filed at its
service office. The rights and benefits of the owner and beneficiary are
subject to the rights of the assignee. AUSA Life assumes no responsibility for
the validity or effect of any assignment. Any claim made under an assignment
shall be subject to proof of interest and the extent of the assignment. An
assignment may have tax consequences.
Unless the owner so directs by filing written notice with AUSA Life, no
beneficiary may assign any payments under the policy before they are due. To
the extent permitted by law, no payments will be subject to the claims of any
beneficiary's creditors.
Ownership of qualified policies is restricted to comply with the Code.
Evidence of Survival
AUSA Life reserves the right to require satisfactory evidence that a person is
alive if a payment is based on that person being alive. No payment will be made
until AUSA Life receives such evidence.
Non-Participating
The policy will not share in AUSA Life's surplus earnings; no dividends will be
paid.
Amendments
No change in the policy is valid unless made in writing by AUSA Life and
approved by one of AUSA Life's officers. No registered representative has
authority to change or waive any provision of the policy.
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<PAGE>
AUSA Life reserves the right to amend the policies to meet the requirements of
the Code, regulations or published rulings. An owner can refuse such a change
by giving written notice, but a refusal may result in adverse tax consequences.
Employee and Agent Purchases
The policy may be acquired by an employee or registered representative of any
broker/dealer authorized to sell the policy or their spouse or minor children,
or by an officer, director, trustee or bona-fide full-time employee of AUSA
Life or its affiliated companies or their spouse or minor children. In such a
case, AUSA Life may credit an amount equal to a percentage of each premium
payment to the policy due to lower acquisition costs AUSA Life experiences on
those purchases. The credit will be reported to the Internal Revenue Service as
taxable income to the employee or registered representative. AUSA Life may
offer certain employer sponsored savings plans, in its discretion, reduced fees
and charges including, but not limited to, the annual service charge, the
surrender charges, the mortality and expense risk fee and the administrative
charge for certain sales under circumstances which may result in savings of
certain costs and expenses. In addition, there may be other circumstances of
which AUSA Life is not presently aware which could result in reduced sales or
distribution expenses. Credits to the policy or reductions in these fees and
charges will not be unfairly discriminatory against any owner.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summary does not constitute tax advice. It is a general
discussion of certain of the expected federal income tax consequences of
investment in and distributions with respect to a policy, based on the Internal
Revenue Code of 1986, as amended, proposed and final Treasury Regulations
thereunder, judicial authority, and current administrative rulings and
practice. This summary discusses only certain federal income tax consequences
to "United States Persons," and does not discuss state, local, or foreign tax
consequences. United States Persons means citizens or residents of the United
States, domestic corporations, domestic partnerships and trusts or estates that
are subject to United States federal income tax regardless of the source of
their income.
Tax Status of the Policy
The following discussion is based on the assumption that the policy qualifies
as an annuity contract for federal income tax purposes.
Distribution Requirements. The Code requires that nonqualified policies contain
specific provisions for distribution of policy 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 policies provide that if any owner dies
on or after the annuity commencement date and before the entire interest in the
policy has been distributed, the remaining portion must be distributed at least
as rapidly as under the method in effect on such owner's death. If any owner
dies before the annuity commencement date, the entire interest in the policy
must generally be distributed within 5 years after such owner's date of death
or be applied to provide an immediate annuity under which payments will begin
within one year of such owner's death and will be made for the life of the
beneficiary or for a period not extending beyond the life expectancy of the
"designated beneficiary" as defined in Section 72(s) of the Code. However, if
upon such owner's death prior to the annuity commencement date, such owner's
surviving spouse becomes the sole new owner under the policy, then the policy
may be continued with the surviving spouse as the new owner. Under the policy,
the beneficiary is the designated beneficiary of an owner/annuitant and the
successor owner is the designated beneficiary of an owner who is not the
annuitant. If any owner is not a natural person, then for purposes of these
distribution requirements, the primary annuitant shall be treated as an owner,
and any death or change of such primary annuitant shall be treated as the death
of an owner. The nonqualified policies contain provisions intended to comply
with these requirements of the Code. No regulations interpreting these
requirements of the Code have yet been issued and thus no assurance
-12-
<PAGE>
can be given that the provisions contained in the policies satisfy all such
Code requirements. The provisions contained in the policies will be reviewed
and modified if necessary to maintain their compliance with the Code
requirements when clarified by regulation or otherwise.
Withholding. The portion of any distribution under a policy that is includable
in gross income will be subject to federal income tax withholding unless the
recipient of such distribution elects not to have federal income tax withheld.
Election forms will be provided at the time distributions are requested or
made. The withholding rate varies according to the type of distribution and the
owner's tax status. For qualified policies, "eligible rollover distributions"
from Section 401(a) plans, Section 403(a) annuities, and Section 403(b) tax-
sheltered annuities are subject to a mandatory federal income tax withholding
of 20%. An eligible rollover distribution is the taxable portion of any
distribution from such a plan, except certain distributions such as
distributions required by the Code or distributions in a specified annuity
form. The 20% withholding does not apply, however, if the owner chooses a
"direct rollover" from the plan to another tax-qualified plan or IRA. Different
withholding requirements may apply in the case of non-United States persons.
Qualified Policies. The qualified policy is designed for use with several types
of tax-qualified retirement plans. The tax rules applicable to participants and
beneficiaries in tax-qualified retirement plans vary according to the type of
plan and the terms and conditions of the plan. Special favorable tax treatment
may be available for certain types of contributions and distributions. Adverse
tax consequences may result from contributions in excess of specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions);
distributions that do not conform to specified commencement and minimum
distribution rules; and in other specified circumstances. Some retirement plans
are subject to distribution and other requirements that are not incorporated
into the policies or our policy administration procedures. Owners, participants
and beneficiaries are responsible for determining that contributions,
distributions and other transactions with respect to the policies comply with
applicable law.
For qualified plans under section 401(a), 403(a), 403(b), and 457, the Code
requires that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year in which the owner (or plan participant) reaches age 70
1/2. Each owner is responsible for requesting distributions under the policy
that satisfy applicable tax rules.
AUSA Life makes no attempt to provide more than general information about use
of the policy with the various types of retirement plans. Purchasers of
policies for use with any retirement plan should consult their legal counsel
and tax adviser regarding the suitability of the policy.
Individual Retirement Annuities. In order to qualify as a traditional
individual retirement annuity under Section 408(b) of the Code, a policy must
contain certain provisions: (i) the owner must be the annuitant; (ii) the
policy generally is not transferable by the owner, e.g., the owner may not
designate a new owner, designate a contingent owner or assign the policy as
collateral security; (iii) the total premium payments for any calendar year may
not exceed $2,000, except in the case of a rollover amount or contribution
under Section 402(c), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code; (iv)
annuity payments or withdrawals must begin no later than April 1 of the
calendar year following the calendar year in which the annuitant attains age 70
1/2; (v) an annuity payment option with a period certain that will guarantee
annuity payments beyond the life expectancy of the annuitant and the
beneficiary may not be selected; and (vi) certain payments of death benefits
must be made in the event the annuitant dies prior to the distribution of the
policy value. Policies intended to qualify as a traditional individual
retirement annuities under Section 408(b) of the Code contain such provisions.
Amounts in the IRA (other than nondeductible contributions) are taxed when
distributed from the IRA. Distributions prior to age 59 1/2 (unless certain
exceptions apply) are subject to a 10% penalty tax.
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<PAGE>
No part of the funds for an individual retirement account (including a Roth
IRA) or annuity should be invested in a life insurance contract, but the
regulations thereunder allow such funds to be invested in an annuity contract
that provides a death benefit that equals the greater of the premiums paid or
the cash value for the contract. The policy provides an enhanced death benefit
that could exceed the amount of such a permissible death benefit, but it is
unclear to what extent such an enhanced death benefit could disqualify the
policy as an IRA. The Internal Revenue Service has not reviewed the policy for
qualification as an IRA, and has not addressed in a ruling of general
applicability whether an enhanced death benefit provision, such as the
provision in the policy, comports with IRA qualification requirements.
Roth Individual Retirement Annuities (Roth IRA). The Roth IRA, under Section
408A of the Code, contains many of the same provisions as a traditional IRA.
However, there are some differences. First, the contributions are not
deductible and must be made in cash or as a rollover or transfer from another
Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA
may be subject to tax and other special rules may apply to the rollover or
conversion and to distributions attributable thereto. You should consult a tax
adviser before combining any converted amounts with any other Roth IRA
contributions, including any other conversion amounts from other tax years. The
Roth IRA is available to individuals with earned income and whose modified
adjusted gross income is under $110,000 for single filers, $160,000 for married
filing jointly, and $10,000 for married filing separately. The amount per
individual that may be contributed to all IRAs (Roth and traditional) is
$2,000. Secondly, the distributions are taxed differently. The Roth IRA offers
tax-free distributions when made 5 tax years after the first contribution to
any Roth IRA of the individual and made after attaining age 59 1/2, to pay for
qualified first time homebuyer expenses (lifetime maximum of $10,000) or due to
death or disability. All other distributions are subject to income tax when
made from earnings and may be subject to a premature withdrawal penalty tax
unless an exception applies. Unlike the traditional IRA, there are no minimum
required distributions during the owner's lifetime; however, required
distributions at death are generally the same.
Section 403(b) Plans. Under Section 403(b) of the Code, payments made by public
school systems and certain tax exempt organizations to purchase 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. The policy includes a death benefit that in some cases may
exceed the greater of the premium payments or the policy value. The death
benefit could be characterized as an incidental benefit, the amount of which is
limited in any tax-sheltered annuity under section 403(b). Because the death
benefit may exceed this limitation, employers using the policy in connection
with such plans should consult their tax adviser. Additionally, in accordance
with the requirements of the Code, Section 403(b) annuities generally may not
permit distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age 59
1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the
case of hardship.
Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections 401(a)
and 403(a) of the Code permit corporate employers to establish various types of
retirement plans for employees and self-employed individuals to establish
qualified plans for themselves and their employees. Such retirement plans may
permit the purchase of the policies to accumulate retirement savings. Adverse
tax consequences to the plan, the participant or both may result if the policy
is assigned or transferred to any individual as a means to provide benefit
payments. The policy includes a death benefit that in some cases may exceed the
greater of the premium payments or the policy value. The death benefit could be
characterized as an incidental benefit, the amount of which is limited in an
pension or profit sharing plan. Because the death benefit may exceed this
limitation, employers using the policy in connection with such plans should
consult their tax adviser.
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<PAGE>
Deferred Compensation Plans. Section 457 of the Code, while not actually
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities, and tax exempt
organizations. The policies can be used with such plans. Under such plans a
participant may specify the form of investment in which his or her
participation will be made. For non-government Section 457 plans all such
investments, however, are owned by, and are subject to, the claims of the
general creditors of the sponsoring employer. Depending on the terms of the
particular plan, a non-government employer may be entitled to draw on deferred
amounts for purposes unrelated to its Section 457 plan obligations. In general,
all amounts received under a Section 457 plan are taxable and are subject to
federal income tax withholding as wages.
Non-Natural Persons. Pursuant to Section 72(u) of the Code, an annuity contract
held by a taxpayer other than a natural person generally will not be treated as
an annuity contract under the Code; accordingly, an owner who is not a natural
person will recognize as ordinary income for a taxable year the excess of (i)
the sum of the policy value as of the close of the taxable year and all
previous distributions under the policy over (ii) the sum of the premium
payments paid for the taxable year and any prior taxable year and the amounts
includable in gross income for any prior taxable year with respect to the
policy. Notwithstanding the preceding sentences in this paragraph, Section
72(u) of the Code does not apply to (i) a policy where the nominal owner is not
a natural person but the beneficial owner of which is a natural person, (ii) a
policy acquired by the estate of a decedent by reason of such decedent's death,
(iii) a qualified policy (other than one qualified under Section 457) or (iv) a
single-payment annuity where the annuity commencement date is no later than one
year from the date of the single premium payment; instead, such policies are
taxed as described above under the heading "Taxation of Annuities."
Taxation of AUSA Life
AUSA Life at present is taxed as a life insurance company under part I of
Subchapter L of the Code. The mutual fund account and the target account are
treated as part of AUSA Life and, accordingly, will not be taxed separately as
a "regulated investment company" under Subchapter M of the Code. AUSA Life does
not expect to incur any federal income tax liability with respect to investment
income and net capital gains arising from the activities of the mutual fund
account retained as part of the reserves under the policy. Based on this
expectation, it is anticipated that no charges will be made against the mutual
fund account for federal income taxes. If, in future years, any federal income
taxes are incurred by AUSA Life with respect to the mutual fund account or the
target account, AUSA Life may make a charge to that account.
INVESTMENT EXPERIENCE
An "investment experience factor" is used to determine the value of
accumulation units and annuity units, and to determine annuity payment rates.
Accumulation Units
Allocations of a premium payment directed to a mutual fund subaccount or target
series subaccount are credited in the form of accumulation units. Each mutual
fund subaccount or target series subaccount has a distinct accumulation unit
value. The number of units credited is determined by dividing the premium
payment or amount transferred to the mutual fund subaccount or target series
subaccount by the accumulation unit value of the mutual fund subaccount or
target series subaccount as of the end of the valuation period during which the
allocation is made. For each mutual fund subaccount or target series
subaccount, the accumulation unit value for a given business day is based on
the net asset value of a share of the corresponding portfolio of the underlying
funds less any applicable charges or fees.
-15-
<PAGE>
Upon allocation to the selected mutual fund subaccount or target series
subaccount, premium payments are converted into accumulation units of the
mutual fund subaccount or target series subaccount. The number of accumulation
units to be credited is determined by dividing the dollar amount allocated to
each mutual fund subaccount or target series subaccount by the value of an
accumulation unit for that subaccount as next determined after the premium
payment is received at the service office or, in the case of the initial
premium payment, when the application is completed, whichever is later. The
value of an accumulation unit for each mutual fund subaccount was arbitrarily
established at $1 and at $10 for each target series subaccount at the inception
of each subaccount. Thereafter, the value of an accumulation unit is determined
as of the close of trading on each day the New York Stock Exchange is open for
business.
For the mutual fund account and the target account, an index (the "investment
experience factor") which measures the investment performance of a subaccount
during a valuation period is used to determine the value of an accumulation
unit for the next subsequent valuation period. The investment experience factor
may be greater or less than or equal to one; therefore, the value of an
accumulation unit may increase, decrease or remain the same from one valuation
period to the next. The owner bears this investment risk. The Net Investment
Performance of a subaccount and deduction of certain charges affects the
accumulation unit value.
The investment experience factor for any mutual fund subaccount or target
series subaccount for any valuation period is determined by dividing (a) by
(b), and subtracting (c) from the result, where:
(a) is the net result of:
(1) the net asset value per share of the shares held in the subaccount
determined at the end of the current valuation period, plus
(2) The per share amount of any dividend or capital gain distribution
made with respect to the shares held in the subaccount if the ex-
dividend date occurs during the current valuation period, plus or minus
(3) a per share credit or charge for any taxes determined by AUSA Life
to have resulted from the investment operations of the subaccount and
for which it has created a reserve;
(b) is the net asset value per share of the shares held in the subaccount
determined as of the end of the immediately preceding valuation period; and
(c) is the charge for mortality and expense risk during the valuation
period equal on an annual basis to X percent of the daily net asset value
of the subaccount, where "X" depends on the Death Benefit Option and policy
year, plus the 0.15% annual administrative charge.
-16-
<PAGE>
Illustration of Accumulation Unit Value Calculations
Formula and Illustration for Determining the Investment Experience Factor
(Assumes the Return of Premium Death Benefit is still in effect
and that the policy is within the first seven policy years.)
Investment Experience Factor = (A + B-C)-E
-------
D
<TABLE>
<C> <S>
Where: A = The net asset value of an underlying fund share as of the end of
the current valuation period.
Assume................................................. A = $11.57
B = The per share amount of any dividend or capital gains distribution
since the end of the immediately preceding valuation period.
Assume...................................................... B = 0
C = The per share charge or credit for any taxes reserved for at the
end of the current valuation period.
Assume...................................................... C = 0
D = The net asset value of an underlying fund share at the end of the
immediately preceding valuation period.
Assume................................................. D = $11.40
E = The daily deduction for mortality and expense risk fees and
administrative charges, which totals 1.40% on an annual basis.
On a daily basis = 0.0000380909
</TABLE>
Then, the investment experience factor = (11.57 + 0-0)- 0.0000380909 = Z =
-----------
11.40
1.0148741898
Formula and Illustration for Determining Accumulation Unit Value
Accumulation Unit Value = A * B
<TABLE>
<C> <S>
Where: A = The accumulation unit value for the immediately preceding
valuation period.
Assume...................................................... = $ X
B = The net investment factor for the current valuation period.
Assume........................................................ = Y
</TABLE>
Then, the accumulation unit value = $X * Y = $Z
Annuity Unit Value And Annuity Payment Rates
For both the mutual fund account and the target account, the amount of variable
annuity payments will vary with annuity unit values. Annuity unit values rise
if the net investment performance of the subaccount exceeds the Assumed
Investment Return of 5% annually. Conversely, annuity unit values fall if the
net investment performance of the subaccount is less than the Assumed
Investment Return. The value of a variable annuity unit in each mutual fund
subaccount was established at $1.00, and at $10 for each target series
subaccount, on the date operations began for that subaccount. For the mutual
fund account, the value of a variable annuity unit on any subsequent business
day is equal to (a) multiplied by (b) multiplied by (c), where:
(a) is the variable annuity unit value on the immediately preceding
business day;
(b) is the net investment factor of the valuation period; and
(c) is the investment result adjustment factor for the valuation period.
-17-
<PAGE>
The investment result adjustment factor for the valuation period is the product
of discount factors of 0.99986634 per day to recognize the 5% effective annual
Assumed Investment Return. The valuation period is the period from the close of
the immediately preceding business day to the close of the current business
day.
For the target account, at the end of each valuation period, the annuity unit
value is established by multiplying the value of an annuity unit determined at
the end of the immediately preceding valuation period by a net investment
factor for the current valuation period, and then multiplying that product by
an investment result adjustment factor for the purpose of offsetting the effect
of an assumed investment return of 5.0% per annum which is assumed in the
annuity conversion rates for the contracts. The net investment factor for the
target series subaccounts is very similar to the net investment factor for the
mutual fund account, except that it is based upon the value of the assets in
the subaccount, instead of the net asset value for a mutual fund share. The net
investment factor includes a charge for mortality and expense risks, that is,
the mortality and expense risk fee, and administrative charge.
The dollar amount of subsequent variable annuity payments will depend upon
changes in applicable annuity unit values.
The annuity payment rates vary according to the annuity option elected and the
sex and adjusted age of the annuitant at the annuity commencement date. The
policy also contains a table for determining the adjusted age of the annuitant.
Illustration of Calculations for Annuity Unit Value
and Variable Annuity Payments
Formula and Illustration for Determining Annuity Unit Value
Annuity unit value = A * B * C
<TABLE>
<C> <S>
Where: A = Annuity unit value for the immediately preceding valuation period.
Assume..........................................................= $X
B = Investment Experience Factor for the valuation period for which
the annuity unit value is being calculated.
Assume..........................................................= Y
C = A factor to neutralize the Assumed Investment Return of 5% built
into the annuity
tables used. Assume.............................................= Z
</TABLE>
Then, the annuity unit value is:
$X * Y * Z = $Q
Formula and Illustration for Determining Amount of
First Monthly Variable Annuity Payment
First monthly variable annuity payment = A * B
-----
$1,000
<TABLE>
<C> <S>
Where: A = The policy value as of the annuity commencement date.
Assume..........................................................= $X
B = The annuity purchase rate per $1,000 based upon the option
selected, the sex and
adjusted age of the annuitant according to the tables contained in
the policy.
Assume..........................................................= $Y
</TABLE>
Then, the first monthly variable annuity payment = $X * $Y = $Z
-------
1,000
-18-
<PAGE>
Formula and Illustration for Determining the Number of Annuity Units
Represented by Each Monthly Variable Annuity Payment
Number of annuity units = A
-
B
<TABLE>
<C> <S>
Where: A = The dollar amount of the first monthly variable annuity payment.
Assume.................................................... . = $ X
B = The annuity unit value for the valuation date on which the first
monthly payment is due.
Assume.................................................... . = $ Y
</TABLE>
Then, the number of annuity units = $X = Z
--
$Y
HISTORICAL PERFORMANCE DATA
Money Market Yields
AUSA Life may from time to time disclose the current annualized yield of the
Endeavor Money Market Subaccount, which invests in the Endeavor Money Market
Portfolio, for a 7-day period in a manner which does not take into
consideration any realized or unrealized gains or losses on shares of the
Endeavor Money Market Portfolio or on its portfolio securities. This current
annualized yield is computed by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized appreciation
and depreciation and income other than investment income) at the end of the
7-day period in the value of a hypothetical account; having a balance of 1 unit
of the Endeavor Money Market Subaccount at the beginning of the 7-day period,
dividing such net change in account value by the value of the account at the
beginning of the period to determine the base period return, and annualizing
this quotient on a 365-day basis. The net change in account value reflects (i)
net income from the portfolio attributable to the hypothetical account; and
(ii) charges and deductions imposed under a policy that are attributable to the
hypothetical account. The charges and deductions include the per unit charges
for the hypothetical account for (i) the administrative charges; and (ii) the
mortality and expense risk fee. Current Yield will be calculated according to
the following formula:
Current Yield = ((NCS--ES)/UV) * (365/7)
Where:
<TABLE>
<C> <C> <S>
NCS = The net change in the value of the portfolio (exclusive of realized
gains and losses on the sale of securities and unrealized appreciation
and depreciation and income other than investment income) for the 7-
day period attributable to a hypothetical account having a balance of
1 subaccount unit.
ES = Per unit expenses of the subaccount for the 7-day period.
UV = The unit value on the first day of the 7-day period.
</TABLE>
Because of the charges and deductions imposed under a policy, the yield for the
Endeavor Money Market Subaccount will be lower than the yield for the Endeavor
Money Market Portfolio. The yield calculations do not reflect the effect of any
premium taxes or surrender charges that may be applicable to a particular
policy. Surrender charges range from 7% to 0% of the amount of premium
withdrawn based on the policy year since payment of the premium.
-19-
<PAGE>
AUSA Life may also disclose the effective yield of the Endeavor Money Market
Subaccount for the same 7-day period, determined on a compounded basis. The
effective yield is calculated by compounding the base period return according
to the following formula:
Effective Yield = (1 + ((NCS - ES)/UV))/365///7/ - 1
Where:
<TABLE>
<C> <C> <S>
NCS = The net change in the value of the Portfolio (exclusive of realized
gains and losses on the sale of securities and unrealized appreciation
and depreciation and income other than investment income) for the 7-
day period attributable to a hypothetical account having a balance of
1 subaccount unit.
ES = Per unit expenses of the subaccount for the 7-day period.
UV = The unit value on the first day of the 7-day period.
</TABLE>
The yield on amounts held in the Endeavor Money Market Subaccount normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The Endeavor Money Market Subaccount's actual yield is affected by
changes in interest rates on money market securities, average portfolio
maturity of the Endeavor Money Market Portfolio, the types and quality of
portfolio securities held by the Endeavor Money Market Portfolio and its
operating expenses. For the seven days ended December 31, 1999, the yield of
the Endeavor Money Market Subaccount was 3.82%, and the effective yield was
3.89% for the Annual Step-Up Death Benefit. For the seven days ended December
31, 1999, the yield of the Endeavor Money Market Subaccount was 4.01%, and the
effective yield was 4.09% for the Return of Premium Death Benefit.
Other Subaccount Yields
AUSA Life may from time to time advertise or disclose the current annualized
yield of one or more of the mutual fund subaccounts and the target series
subaccounts (except the Endeavor Money Market Subaccount) for 30-day periods.
The annualized yield of a subaccount refers to income generated by the
subaccount over a specific 30-day period. Because the yield is annualized, the
yield generated by a subaccount during the 30-day period is assumed to be
generated each 30-day period over a 12-month period. The yield is computed by:
(i) dividing the net investment income of the subaccount less subaccount
expenses for the period, by (ii) the maximum offering price per unit on the
last day of the period times the daily average number of units outstanding for
the period, (iii) compounding that yield for a 6-month period, and (iv)
multiplying that result by 2. Expenses attributable to the subaccount include
(i) the administrative charge and (ii) the Mortality and Expense Risk Charge.
The 30-day yield is calculated according to the following formula:
Yield = 2 * ((((NI - ES)/(U - UV)) + 1)/6/ - 1)
Where:
NI = Net investment income of the subaccount for the 30-day period
attributable to the subaccount's unit.
ES = Expenses of the subaccount for the 30-day period.
U = The average number of units outstanding.
UV = The unit value at the close (highest) of the last day in the 30-day
period.
-20-
<PAGE>
Because of the charges and deductions imposed by the mutual fund account, the
yield for a mutual fund subaccount will be lower than the yield for its
corresponding portfolio. The yield calculations do not reflect the effect of
any premium taxes or surrender charges that may be applicable to a particular
policy. Surrender charges range from 7% to 0% of the amount of the excess
premium withdrawal based on the number of years since payment of the premium.
The yield on amounts held in the mutual fund subaccounts and the target series
subaccounts normally will fluctuate over time. Therefore, the disclosed yield
for any given past period is not an indication or representation of future
yields or rates of return. The types and quality of its investments and its
operating expenses affect a subaccount's actual yield.
Total Returns
AUSA Life may from time to time also advertise or disclose total returns for
one or more of the mutual fund subaccounts or the target series subaccounts for
various periods of time. One of the periods of time will include the period
measured from the date the subaccount commenced operations. When a subaccount
has been in operation for 1, 5 and 10 years, respectively, the total return for
these periods will be provided. Total returns for other periods of time may
from time to time also be disclosed. Total returns represent the average annual
compounded rates of return that would equate an initial investment of $1,000 to
the redemption value of that investment as of the last day of each of the
periods. The ending date for each period for which total return quotations are
provided will be for the most recent month end practicable, considering the
type and media of the communication and will be stated in the communication.
Total returns will be calculated using subaccount unit values, which AUSA Life
calculates on each business day, based on the performance of the mutual fund
account's underlying portfolio, and the target series subaccount's common
shares, and the deductions for the mortality and expense risk fee and the
administrative charges. The total return for each target series subaccount will
also reflect the manager's fee and other operating expenses. Standard total
return calculations will reflect the effect of surrender charges that may be
applicable to a particular period. The total return will then be calculated
according to the following formula:
P(1 + T)N = ERV
Where:
<TABLE>
<C> <S>
T = The average annual total return net of subaccount recurring charges.
ERV = The ending redeemable value of the hypothetical account at the end of
the period.
P = A hypothetical initial payment of $1,000.
N = The number of years in the period.
</TABLE>
Other Performance Data
AUSA Life may from time to time also disclose average annual total returns in a
non-standard format in conjunction with the standard format described above.
The non-standard format will be identical to the standard format except
assuming that the surrender charge percentage will be 0%.
AUSA Life may from time to time also disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula assuming that the surrender
charge percentage will be 0%.
-21-
<PAGE>
CTR = (ERV/P)--1
Where:
<TABLE>
<C> <C> <S>
CTR = The cumulative total return net of subaccount recurring charges for
the period.
ERV = The ending redeemable value of the hypothetical investment at the end
of the period.
P = A hypothetical initial payment of $1,000.
</TABLE>
All non-standard performance data will only be advertised if the standard
performance data for the same period, as well as for the required period, is
also disclosed.
Adjusted Historical Performance Data--The Mutual Fund Account
From time to time, sales literature or advertisements may quote average annual
total returns for periods prior to the date a particular mutual fund subaccount
commenced operations. Such performance information for the mutual fund
subaccounts will be calculated based on the performance of the various
portfolios and the assumption that the mutual fund subaccounts were in
existence for the same periods as those indicated for the portfolios, with the
level of policy charges that are currently in effect.
THE TARGET ACCOUNT
Investment Strategy
The objective of each of the target series subaccounts is to provide an above-
average total return through a combination of dividend income and capital
appreciation. While the objectives of the target series subaccounts are the
same, each target series subaccount follows a different investment strategy
(set forth below) in order to achieve its stated objective.
Each target series subaccount will initially invest in equal amounts in the
common stock described below for each target series subaccount (the common
shares) determined as of a specified business day (initial stock selection
date). The DowSM Target 10 Subaccount will invest in the common stock of the
ten companies in the DJIA that have the highest dividend yield. The DowSM
Target 5 Subaccount will invest in the common stock of the five companies with
the lowest per share stock price of the ten companies in The DowSM Target 10
Subaccount. These stocks will be held for approximately one year.
At the initial stock selection date, a percentage relationship among the number
of common shares in a target series subaccount will be established. When
additional funds are deposited into the target series subaccount, additional
common shares will be purchased in such numbers reflecting as nearly as
practicable the percentage relationship of the number of common shares
established at the initial purchase. Sales of common shares by the target
series subaccount will likewise attempt to replicate the percentage
relationship of common shares. The percentage relationship among the number of
common shares in the target series subaccount should therefore remain stable.
However, given the fact that the market price of such common shares will vary
throughout the year, the value of the common shares of each of the companies as
compared to the total assets of the target series subaccount will fluctuate
during the year, above and below the proportion established on a stock
selection date. On the last business day of the 12-month period following the
preceding stock selection date (annual stock selection date), a new percentage
relationship will be established among the number of common shares described
above for each target series subaccount on such date. Common shares may be sold
or new equity securities bought so that the target series subaccount is equally
invested in the common stock of each company meeting the target series
subaccount's investment criteria. Thus the target series subaccount may or may
not hold equity securities of the same companies as the previous year. Any
purchase or sale of additional common shares during the year will duplicate, as
nearly as practicable, the percentage
-22-
<PAGE>
relationship among the number of common shares as of the annual stock selection
date since the relationship among the value of the common shares on the date of
any subsequent transactions may be different than the original relationship
among their value.
The yield for each equity security listed on the DJIA is calculated by
annualizing the last quarterly or semi-annual ordinary dividend declared and
dividing the result by the market value of such equity security as of the close
of business on the stock selection date.
The publishers of the DJIA are not affiliated with AUSA Life, Endeavor
Management Co., or First Trust Advisers L.P. and have not participated in the
creation of the target series subaccounts or the selection of the equity
securities included therein. Any changes in the components of any of the
respective indices made after a stock selection date will not cause a change in
the identity of the common shares included in a target series subaccount,
including any additional common shares purchased thereafter, until the next
annual stock selection date.
Investors should note that the above criteria were applied and will in the
future be applied to the common shares selected for inclusion in the target
series subaccounts as of the respective stock selection date. Additional common
shares, which were originally selected through this process, may be purchased
throughout the year, as investors may continue to invest in the target series
subaccounts, even though the yields on these common shares may have changed
subsequent to the previous stock selection date. These common shares may no
longer be included in the index, or may not meet a target series subaccount's
selection criteria at that time, and therefore, such common shares would no
longer be chosen for inclusion in the target series subaccounts if the
selection process were to be performed again at that time. The equity
securities selected as common shares and the percentage relationship among the
number of shares will not change for purchase or sales by a target series
subaccount until the next annual stock selection date.
Determination of Unit Value; Valuation of Securities
AUSA Life determines the unit value of each target series subaccount each
business day. This daily determination of unit value is made by dividing the
total assets of a target series subaccount, less all of its liabilities, by the
total number of units outstanding at the time the determination is made. This
is made as of the close of regular trading on the New York Stock Exchange,
currently 4:00 p.m. New York time, unless the Exchange closes earlier.
Purchases and redemptions will be effected at the time of determination of unit
value next following the receipt of any purchase or redemption order deemed to
be in good order.
Equity securities are valued at the last sale price on the exchange on which
they are primarily traded or at the ask price on the NASDAQ system for unlisted
national market issues, or at the last quoted bid price for securities in which
there were no sales during the day or for unlisted securities not reported on
the NASDAQ system. Short-term obligations, which mature in 60 days or less, are
valued at amortized cost, which approximates fair value as determined by the
Board of Managers. Futures and option contracts that are traded on commodities
or securities exchanges are normally valued at the settlement price on the
exchange on which they are traded. Securities (other than short-term
obligations) for which there are no such quotations or valuations are valued at
fair value as determined in good faith by or at the direction of the Board of
Managers of the target account.
The Board of Managers
The members of the Board of Managers of the target account, and their principal
occupations during the past five years are set forth below. Their titles may
have varied during that period. Unless otherwise indicated, the address of each
member is 2101 East Coast Highway, Suite 300, Corona del Mar, California 92625.
-23-
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Address Held With Registrant During Past 5 Years
--------------------- -------------------- ------------------------
<C> <C> <S>
*/\Vincent J. McGuinness, Jr. (34)President and Chief From February, 1997 to
Financial Officer December 1997, Executive
(Treasurer) Vice-President, Chief of
Operations, from March
1997 to October 1999,
Director, from December,
1997 to October 1999,
Chief Operating Officer
and from June, 1998 to
October 1999, Chief
Financial Officer, from
July 1999 to October
1999 Chief Executive
Officer of Endeavor
Group); from September
1996 to June 1997, and
from June 1998 to
October 1999, Chief
Financial Officer, since
May 1996 to December 31,
1999, Director, and from
June 1997 to October
1998, Executive Vice
President--
Administration, from
October 1998 to October
1999, President, and
from July 1999 to
October 1999 Chief
Executive Officer of
Endeavor Management Co.;
since August 1996, Chief
Financial Officer of VJM
Corporation (oil and
gas); from May 1996 to
January 1997, Executive
Vice President and
Director of Sales,
Western Division of
Transamerica Capital,
Inc.; since May 1996,
Chief Financial Officer
of McGuinness &
Associates; President,
Chief Financial Officer,
and Trustee of Endeavor
Series Trust.
*Vincent J. McGuinness (65) Manager Until December 31, 1999,
1901 Ocean Way Director, Endeavor Group
Laguana Beach, CA 92651 and Endeavor Management
Co.; President of VJM
Corporation (oil and
gas); from February 1996
to.; since February 1996
President of McGuinness
& Associates; until July
1999, Chairman, Chief
Executive Officer and
Director of McGuinness &
Associates and VJM
Corporation; until July
1996 Chairman, Chief
Executive Officer and
Director of McGuinness
Group (insurance
marketing); from
September 1988 to July
1999, Chief Executive
Officer of Endeavor
Management Co.; until
October 1998, President
of Endeavor Management
Co.; Trustee, Endeavor
Series Trust.
</TABLE>
-24-
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Address Held With Registrant During Past 5 Years
--------------------- -------------------- ------------------------
<C> <C> <S>
Timothy A. Devine (65) Manager President, Chief
1424 Dolphin Terrace Executive Officer,
Corona del Mar, California Devine Properties, Inc.
92625 (landscape contracting
and maintenance);
Consultant Plant
Control, Inc.; Trustee,
Endeavor Series Trust.
Thomas J. Hawekotte (64) Manager President, Thomas
6007 North Sheridan Road Hawekotte, P.C. (law
Chicago, Illinois 60660 practice); Trustee,
Endeavor Series Trust.
Steven L. Klosterman (48) Manager Since July 1995,
5973 Avenida Encinas, #300 President of Klosterman
Carlsbad, California 92008 Capital Corporation
(investment adviser);
Investment Counselor,
Robert J. Metcalf &
Associates, Inc.
(investment adviser)
from August 1990 to June
1995; Trustee, Endeavor
Series Trust.
Halbert D. Lindquist (53) Manager President, Lindquist and
1650 E. Fort Lowell Road Associates (investment
Suite 203 adviser) and since
Tucson, Arizona 85719-2324 December 1987 Tucson
Asset Management Inc.
(commodity trading
advisor), and since
November 1987, Presidio
Government Securities,
Incorporated
(broker/dealer); from
January 1998 to January
1999, Chief Investment
Officer and since
January 1999,
Consultant, Blackstone
Alternative Asset
Management; Trustee,
Endeavor Series Trust.
Keith H. Wood (63) Manager Since 1972, Chairman and
Chief Executive Officer
of Jamison, Eaton & Wood
(investment adviser) and
from 1978 to December
1997, President of Ivory
& Sime International,
Inc. (investment
adviser); since 1999,
President, Wood &
Anthony, LLC (investment
advisor); Trustee,
Endeavor Series Trust.
Peter F. Muratore (67) Manager From June 1989 to March
Too Far 1998, President of OCC
Posthouse Road Distributors
Morristown, NJ 07960 (broker/dealer), a
subsidiary of
Oppenheimer Capital;
Trustee, Endeavor Series
Trust.
* Larry N. Norman (47) Manager Vice President, AUSA
4333 Edgewood Road N.E. Life Insurance Company,
Cedar Rapids, Iowa 52499-0001 Inc.
</TABLE>
-25-
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Address Held With Registrant During Past 5 Years
--------------------- ------------------------- ----------------------------
<C> <C> <S>
Michael Pond (46) Executive Vice Since November 1, 1998,
President--Administration Executive Vice President--
and Compliance Administration and
Compliance of Transamerica
Capital, Inc.; from November
1, 1998 to October 1999,
Executive Vice President--
Administration and
Compliance and Chief
Investment Officer of
Endeavor Management Co.;
since October 1999,
President, Chief Executive
Officer and Chief Investment
Officer of Endeavor
Management Co.; from
November 1991 to November
1996, Chairman and
President, the Preferred
Group of Mutual Funds; from
October 1989 to November
1996, President of
Caterpillar Securities, Inc.
and Caterpillar Investment
Manager, Ltd.
Gail A. Hanson (57) Secretary Since September 1994, Vice
President for PFPC Inc.
(formerly known as First
Data Investor Services
Group, Inc.) (mutual fund
adminstration).
</TABLE>
- -------------------------
* An "interested person" of the target account as defined in the 1940 Act.
/\ Vincent J. McGuinness, Jr. is the son of Vincent J. McGuinness.
The "rules and regulations" of the target account provide that the target
account will indemnify its Board of Managers and officers against liabilities
and expenses incurred in connection with litigation in which they may be
involved because of their offices with the target account, except if it is
determined in the manner specified in the rules and regulations that they have
not acted in good faith in the reasonable belief that their actions were in the
best interests of the target account or that such indemnification would relieve
any officer or member of the Board of Managers of any liability to the target
account or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his duties. The target account, at its
expense, provides liability insurance for the benefit of its Board of Managers
and officers.
Compensation. For the period ended December 31, 1999, the following
compensation was paid to members of the Board of Managers:
<TABLE>
<CAPTION>
Total
Compensation
From Account
Aggregate and Fund
Compensation Complex Paid
Name of Person From Account to Managers
-------------- ------------ ------------
<S> <C> <C>
Vincent J. McGuinness -0- -0-
Timothy A. Devin $1,400 $19,400
Thomas J. Hawekotte $1,400 $19,900
Steven L. Klosterman $1,400 $20,400
Halbert D. Lindquist $1,300 $19,300
Keith H. Wood $1,400 $19,900
Vincent J. McGuinness, Jr. -0- -0-
William L. Busler (retired as of November 15, 1999) -0- -0-
Peter F. Muratore $1,400 $19,900
Larry N. Norman -0- -0-
</TABLE>
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The Investment Advisory Services
First Trust Advisors L.P. (the "adviser") is the target account's investment
adviser. The adviser manages the assets of each target series subaccount,
consistent with the investment objective and policies described herein and in
the prospectus, pursuant to investment advisory agreements (the "advisory
agreements") with Endeavor Management Co., the target account's manager.
The adviser's address is 1001 Warrenville Road, Lisle, Illinois 60532. First
Trust Advisers L.P. is a limited partnership with one limited partner, Grace
Partners of Dupage L.P., and one general partner, Nike Securities Corporation.
Grace Partners of Dupage L.P. is a limited partnership with one general
partner, Nike Securities Corporation, and a number of limited partners. Nike
Securities Corporation is an Illinois corporation controlled by the Robert
Donald Van Kampen family.
Under the advisory agreements, the investment adviser provides each target
series subaccount with discretionary investment services. Specifically, the
adviser is responsible for supervising and directing the investments of each
target series subaccount in accordance with each target series subaccount's
investment objective, program, and restrictions as provided in the prospectus
and this SAI. The investment adviser is also responsible for effecting all
security transactions on behalf of each target series subaccount.
As compensation for its services, the adviser receives a fee of 0.35% of the
average daily net assets of each target series subaccount, which is paid by the
manager. No fees were paid prior to December 31, 1999 because the target
account had not commenced operations as of that date. Each target series
subaccount's advisory agreement also provides that the adviser, its directors,
officers, employees, and certain other persons performing specific functions
for the target series subaccounts will only be liable to the target series
subaccount for losses resulting from willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty.
The adviser is also the portfolio supervisor of certain unit investment trusts
sponsored by Nike Securities L.P. ("Nike Securities") which are substantially
similar to the target series subaccounts in that they have the same investment
objectives as the target series subaccounts but have a life of approximately
one year. Nike Securities specializes in the underwriting, trading and
distribution of unit investment trusts and other securities. Nike Securities,
an Illinois limited partnership formed in 1991, acts as sponsor for successive
series of The First Trust Combined Series, The First Trust Special Situations
Trust, the First Trust Insured Corporate Trust, The First Trust of Insured
Municipal Bonds and the First Trust GNMA. First Trust introduced the first
insured unit investment trust in 1974 and to date more than $11 billion in
First Trust unit investment trusts have been deposited.
The Manager
The target account is managed by Endeavor Management Co. ("the manager") which,
subject to the supervision and direction of the target account's Board of
Managers, has overall responsibility for the general management and
administration of the target account. All of the outstanding common stock of
Endeavor Management Co. is owned by AUSA Holding Company, an affiliate of AUSA
Life.
The manager is responsible for providing investment management to the target
account and in the exercise of such responsibility selects an investment
adviser for each of the target series subaccounts (the "adviser") and monitors
the adviser's investment program and results, reviews brokerage matters,
oversees compliance by the target account with various federal and state
statutes, and carries out the directives of the Board of Managers. The manager
is responsible for providing the target account with office space, office
equipment, and personnel necessary to operate and administer the target
account's business, and also supervises the provision of services by third
parties such as the target account's custodian, transfer agent and
administrator. Pursuant to an administration agreement, PFPC, Inc. assists the
manager in the performance of its administrative responsibilities to the target
account. For its
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administrative responsibilities, the target account pays PFPC, Inc. a fee of
$10,000 per annum per subaccount and reimburses out-of-pocket fees.
As compensation for its services, the manager receives a fee equal to 0.75% of
the average daily net assets of each target series subaccount. No fees were
paid prior to December 31, 1999 because the target account had not commenced
operations as of that date.
Operating Expenses
In addition to the management fees, the target account pays all expenses not
assumed by the manager, including, without limitation, expenses for legal,
accounting and auditing services, interest, taxes, costs of printing and
distributing reports to shareholders, proxy materials and prospectuses, charges
of its custodian, transfer agent and dividend disbursing agent, registration
fees, fees and expenses of the Board of Managers who are not affiliated persons
of the manager or an adviser, insurance, brokerage costs, litigation, and other
extraordinary or nonrecurring expenses. All general target account expenses are
allocated among and charged to the assets of the target series subaccounts on a
basis that the Board of Managers deems fair and equitable, which may be on the
basis of relative net assets of each target series subaccount or the nature of
the services performed and relative applicability to each target series
subaccount. The manager has agreed to limit each target series subaccount's
management fee and operating expenses during its first year of operations to an
annual rate of 1.30% of the target series subaccount's average net assets.
(This limit does not include other fees and deductions such as the mortality
and expense risk fee, and administrative charge.)
Transfer Agent and Custodian
Boston Safe Deposit and Trust Company holds all cash and securities of each
target series subaccount as custodian. PFPC, Inc., located at 4400 Computer
Drive, Westborough, Massachusetts 01581, serves as transfer agent for the
target account.
Brokerage Allocation
The adviser invests all assets of the target series subaccounts in common stock
and incurs brokerage costs in connection therewith.
Allocations of transactions by the target series subaccounts, including their
frequency, to various dealers is determined by the adviser in its best judgment
and in a manner deemed to be in the best interest of the investors in the
target series subaccount rather than by any formula. The primary consideration
is prompt execution of orders in an effective manner at the most favorable
price. Purchases and sales of securities may be principal transactions; that
is, securities may be purchased directly from the issuer or from an underwriter
or market maker for the securities. Any transactions for which the target
series subaccounts pays a brokerage commission will be effected at the best
price and execution available. Purchases from underwriters of securities
include a commission or concession paid by the issuer to the underwriter, and
purchases from dealers serving as market makers include the spread between the
bid and the asked price. Brokerage may be allocated based on the sale of
policies by dealers or activities in support of sales of the policies. The
target account has adopted a Brokerage Enhancement Plan, whereby all or a
portion of certain brokerage commissions paid by the target series subaccounts
may be allocated or credited to the distributor or other entities marketing the
policies, to help finance sales activities.
The target account did not pay compensation to any affiliated broker of
Endeavor Management Co. or First Trust Advisors L.P. during 1999.
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Investment Restrictions
Fundamental policies of the target series subaccounts may not be changed
without the approval of the lesser of (1) 67% of the persons holding voting
interests (generally owners) present at a meeting if the holders of more than
50% are present in person or by proxy or (2) more than 50% of the persons
holding voting interests. Other restrictions, in the form of operating
policies, are subject to change by the Board of Managers without the approval
of persons holding a voting interest. Any investment restriction which involves
a maximum percentage of securities or assets shall not be considered to be
violated unless an excess over the percentage occurs immediately after, and is
caused by, an acquisition of securities or assets of, or borrowings by, a
target series subaccount.
Fundamental Policies
As a matter of fundamental policy, each target series subaccount may not:
. Borrowing. Borrow money, except each target series subaccount may borrow
as a temporary measure for extraordinary or emergency purposes, and then
only in amounts not exceeding 30% of its total assets valued at market.
Each target series subaccount will not borrow in order to increase
income (leveraging), but only to facilitate redemption requests which
might otherwise require untimely investment liquidations;
. Loans. Make loans, although the target series subaccounts may purchase
money market securities and enter into repurchase agreements; and they
may lend their common shares.
. Margin. Purchase securities on margin;
. Mortgaging. Mortgage, pledge, hypothecate or, in any manner, transfer
any security owned by the target series subaccounts as security for
indebtedness except as may be necessary in connection with permissible
borrowings, in which event such mortgaging, pledging, or hypothecating
may not exceed 30% of each target series subaccount's total assets,
valued at market;
. Real Estate. Purchase or sell real estate;
. Senior Securities. Issue senior securities (except permitted
borrowings);
. Short Sales. Effect short sales of securities; or
. Underwriting. Underwrite securities issued by other persons, except to
the extent the target series subaccounts may be deemed to be
underwriters within the meaning of the Securities Act of 1933 in
connection with the purchase and sale of their portfolio securities in
the ordinary course of pursuing their investment programs.
In addition, as a matter of fundamental policy, each target series subaccount
may engage in futures and options transactions and hold warrants.
The investment objective of each target series subaccount is also a fundamental
policy and may not be changed without the necessary approval described above.
Operating Policies
As a matter of operating policy, each target series subaccount may not:
. Control of Companies. Invest in companies for the purpose of exercising
management or control;
. Illiquid Securities. Purchase a security if, as a result of such
purchase, more than 15% of the value of each target series subaccount's
net assets would be invested in illiquid securities or other securities
that are not readily marketable; or
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. Oil and Gas Programs. Purchase participations or other direct interests
or enter into leases with respect to, oil, gas, other mineral
exploration or development program.
Options and Futures Strategies
A target series subaccount may at times seek to hedge against either a decline
in the value of its portfolio securities or an increase in the price of
securities which the adviser plans to purchase through the writing and purchase
of options and the purchase or sale of future contracts and related options.
Expenses and losses incurred as a result of such hedging strategies will reduce
a target series subaccount's current return.
The ability of a target series subaccount to engage in the options and futures
strategies described below will depend on the availability of liquid markets in
such instruments. It is impossible to predict the amount of trading interest
that may exist in various types of options or futures. Therefore no assurance
can be given that a target series subaccount will be able to utilize these
instruments effectively for the purposes stated below.
Writing Covered Options on Securities. A target series subaccount may write
covered call options and covered put options on optionable securities of the
types in which it is permitted to invest from time to time as the adviser
determines is appropriate in seeking to attain the target series subaccount's
investment objective. Call options written by a target series subaccount give
the holder the right to buy the underlying security from the target series
subaccount at a stated exercise price; put options give the holder the right to
sell the underlying security to the target series subaccount at a stated price.
A target series subaccount may only write call options on a covered basis or
for cross-hedging purposes and will only write covered put options. A put
option would be considered "covered" if the target series subaccount owns an
option to sell the underlying security subject to the option having an exercise
price equal to or greater than the exercise price of the "covered" option at
all times while the put option is outstanding. A call option is covered if the
target series subaccount owns or has the right to acquire the underlying
securities subject to the call option (or comparable securities satisfying the
cover requirements of securities exchanges) at all times during the option
period. A call option is for cross-hedging purposes if it is not covered, but
is designed to provide a hedge against another security which the target series
subaccount owns or has the right to acquire. In the case of a call written for
cross-hedging purposes or a put option, the target series subaccount will
maintain in a segregated account at the target series subaccount's custodian
bank cash or short-term U.S. government securities with a value equal to or
greater than the target series subaccount's obligation under the option. A
target series subaccount may also write combinations of covered puts and
covered calls on the same underlying security.
A target series subaccount will receive a premium from writing an option, which
increases the target series subaccount's return in the event the option expires
unexercised or is terminated at a profit. The amount of the premium will
reflect, among other things, the relationship of the market price of the
underlying security to the exercise price of the option, the term of the
option, and the volatility of the market price of the underlying security. By
writing a call option, a target series subaccount will limit its opportunity to
profit from any increase in the market value of the underlying security above
the exercise price of the option. By writing a put option, a target series
subaccount will assume the risk that it may be required to purchase the
underlying security for an exercise price higher than its then current market
price, resulting in a potential capital loss if the purchase price exceeds the
market price plus the amount of the premium received.
A target series subaccount may terminate an option, which it has written prior
to its expiration, by entering into a closing purchase transaction in which it
purchases an option having the same terms as the option written. The target
series subaccount will realize a profit (or loss) from such transaction if the
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cost of such transaction is less (or more) than the premium received from the
writing of the option. Because increases in the market price of a call option
will generally reflect increases in the market price of the underlying
security, any loss resulting from the repurchase of a call option may be offset
in whole or in part by unrealized appreciation of the underlying security owned
by the target series subaccount.
Purchasing Put and Call Options on Securities. A target series subaccount may
purchase put options to protect its portfolio holdings in an underlying
security against a decline in market value. This protection is provided during
the life of the put option since the target series subaccount, as holder of the
put, is able to sell the underlying security at the exercise price regardless
of any decline in the underlying security's market price. For the purchase of a
put option to be profitable, the market price of the underlying security must
decline sufficiently below the exercise price to cover the premium and
transaction costs. By using put options in this manner, any profit which the
target series subaccount might otherwise have realized on the underlying
security will be reduced by the premium paid for the put option and by
transaction costs.
A target series subaccount may also purchase a call option to hedge against an
increase in price of a security that it intends to purchase. This protection is
provided during the life of the call option since the target series subaccount,
as holder of the call, is able to buy the underlying security at the exercise
price regardless of any increase in the underlying security's market price. For
the purchase of a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover
the premium and transaction costs. By using call options in this matter, any
profit which the target series subaccount might have realized had it brought
the underlying security at the time it purchased the call option will be
reduced by the premium paid for the call option and by transaction costs.
No target series subaccount intends to purchase put or call options if, as a
result of any such transaction, the aggregate cost of options held by the
target series subaccount at the time of such transaction would exceed 5% of its
total assets.
Limitations. A target series subaccount will not purchase or sell futures
contracts or options on futures contracts for non-hedging purposes if, as a
result, the sum of the initial margin deposits on its existing futures
contracts and related options positions and premiums paid for options on
futures contracts would exceed 5% of the net assets of the target series
subaccount unless the transaction meets certain "bona fide hedging" criteria.
Risks of Options and Futures Strategies. The effective use of options and
futures strategies depends, among other things, on a target series subaccount's
ability to terminate options and futures positions at times when the adviser
deems it desirable to do so. Although a target series subaccount will not enter
into an option or futures position unless the adviser believes that a liquid
market exists for such option or future, there can be no assurance that a
target series subaccount will be able to effect closing transactions at any
particular time or at an acceptable price. The adviser generally expects that
options and futures transactions for the target series subaccounts will be
conducted on recognized exchanges. In certain instances, however, a target
series subaccount may purchase and sell options in the over-the-counter market.
The staff of the SEC considers over-the-counter options to be illiquid. A
target series subaccount's ability to terminate option positions established in
the over-the-counter market may be more limited than in the case of exchange
traded options and may also involve the risk that securities dealers
participating in such transactions would fail to meet their obligations to the
target series subaccount.
The use of options and futures involves the risk of imperfect correlation
between movements in options and futures prices and movements in the price of
the securities that are the subject of the hedge. The successful use of these
strategies also depends on the ability of the target series subaccounts'
adviser to forecast correctly interest rate movements and general stock market
price movements. The risk increases
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as the composition of the securities held by the target series subaccount
diverges from the composition of the relevant option or futures contract.
Securities Lending
Each target series subaccount may also lend common shares to broker-dealers and
financial institutions to realize additional income. As an operating policy,
the target series subaccounts will not lend common shares or other assets, if
as a result, more than 33% of each subaccount's total assets would be lent to
other parties. Under applicable regulatory requirements (which are subject to
change), the following conditions apply to securities loans: (a) the loan must
be continuously secured by liquid assets maintained on a current basis in an
amount at least equal to the market value of the securities loaned; (b) each
target series subaccount must receive any dividends or interest paid by the
issuer on such securities; (c) each target series subaccount must have the
right to call the loan and obtain the securities loaned at any time upon notice
of not more than five business days, including the right to call the loan to
permit voting of the securities; and (d) each target series subaccount must
receive either interest from the investment of collateral or a fixed fee from
the borrower.
Securities loaned by a target series subaccount remain subject to fluctuations
in market value. A target series subaccount may pay reasonable finders,
custodian and administrative fees in connection with a loan. Securities
lending, as with other extensions of credit, involves the risk that the
borrower may default. Although securities loans will be fully collateralized at
all times, a target series subaccount may experience delays in, or be prevented
from, recovering the collateral. During the period that the target series
subaccount seeks to enforce its rights against the borrower, the collateral and
the securities loaned remain subject to fluctuations in market value. The
target series subaccount does not have the right to vote securities on loan,
but would terminate the loan and regain the right to vote if it was considered
important with respect to the investment. A target series subaccount may also
incur expenses in enforcing its rights. If a target series subaccount has sold
a loaned security, it may not be able to settle the sale of the security and
may incur potential liability to the buyer of the security on loan for its
costs to cover the purchase.
Tax Limitation
Section 817(h) of the Code provides that in order for a variable contract which
is based on a segregated asset account to qualify as an annuity contract under
the Code, the investments made by such account must be "adequately diversified"
in accordance with Treasury regulations. The Treasury regulations issued under
Section 817(h) (Treas. Reg.(S)1.817-5) apply a diversification requirement to
each of the subaccounts of the target account. To qualify as "adequately
diversified," each subaccount may have:
. No more than 55% of the value of its total assets represented by any one
investment;
. No more than 70% of the value of its total assets represented by any two
investments;
. No more than 80% of the value of its total assets represented by any
three investments; and
. No more than 90% of the value of its total assets represented by any
four investments.
The target account, through the target series subaccounts, intends to comply
with the section 817(h) diversification requirements. AUSA Life has entered
into an agreement with the manager, who in turn, has entered into a contract
with the adviser, that requires the target series subaccounts be operated in
compliance with Treasury regulations. Therefore, each target series subaccount
may deviate from its stated strategy to the extent necessary to comply with
these requirements.
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PUBLISHED RATINGS
AUSA Life may from time to time publish in advertisements, sales literature and
reports to owners, the ratings and other information assigned to it by one or
more independent rating organizations such as A.M. Best Company, Standard &
Poor's Insurance Ratings Services, Moody's Investors Service and Duff & Phelps
Credit Rating Co. The purpose of the ratings is to reflect the financial
strength and/or claims-paying ability of AUSA Life. The ratings should not be
considered as bearing on the investment performance of assets held in the
mutual fund account or the target account or of the safety or riskiness of an
investment in the mutual fund account or target account. Each year the A.M.
Best Company reviews the financial status of thousands of insurers, culminating
in the assignment of Best's Ratings. These ratings reflect their current
opinion of the relative financial strength and operating performance of an
insurance company in comparison to the norms of the life/health insurance
industry. In addition, the claims-paying ability of AUSA Life as measured by
Standard & Poor's Insurance Ratings Services, Moody's Investors Service or Duff
& Phelps Credit Rating Co. may be referred to in advertisements or sales
literature or in reports to owners. These ratings are opinions of an operating
insurance company's financial capacity to meet the obligations of its insurance
policies in accordance with their terms. Claims-paying ability ratings do not
refer to an insurer's ability to meet non-policy obligations (i.e.,
debt/commercial paper).
STATE REGULATION OF AUSA LIFE
AUSA Life is subject to the laws of New York governing insurance companies and
to regulation by the New York Department of Insurance. An annual statement in a
prescribed form is filed with the Department of Insurance each year covering
the operation of AUSA Life for the preceding year and its financial condition
as of the end of such year. Regulation by the Department of Insurance includes
periodic examination to determine AUSA Life's contract liabilities and reserves
so that the Department may determine the items are correct. AUSA Life's books
and accounts are subject to review by the Department of Insurance at all times
and a full examination of its operations is conducted periodically by the
National Association of Insurance Commissioners. In addition, AUSA Life is
subject to regulation under the insurance laws of other jurisdictions in which
it may operate.
RECORDS AND REPORTS
All records and accounts relating to the mutual fund account and the target
account will be maintained by AUSA Life. As presently required by the 1940 Act
and regulations promulgated thereunder, AUSA Life will mail to all owners at
their last known address of record, at least annually, reports containing such
information as may be required under that Act or by any other applicable law or
regulation. Owners will also receive confirmation of each financial transaction
and any other reports required by law or regulation.
DISTRIBUTION OF THE POLICIES
The policies are offered to the public through brokers licensed under the
federal securities laws and state insurance laws. The offering of the policies
is continuous and AUSA Life does not anticipate discontinuing the offering of
the policies, however, AUSA Life reserves the right to do so.
AFSG Securities Corporation, an affiliate of AUSA Life, is the principal
underwriter of the policies and may enter into agreements with broker/dealers
for the distribution of the policies. During 1999 and 1998 the amount paid to
AFSG Securities Corporation was $310,880.08 and $202,758.60, respectively.
Prior to May 1, 1998, AEGON USA Securities, Inc. (also an affiliate of AUSA
Life) was the principal underwriter.
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During 1998 and 1997, the amount paid to AEGON USA Securities, Inc. and/or
broker/dealers for their services was $412,538.27 and $1,430,319.48,
respectively.
The target account has adopted a distribution plan in accordance with Rule 12b-
1 under the 1940 Act for the distribution expenses (the "distribution plan")
because a portion of the mortality and expense risk fee (0.15% of separate
account assets) may be deemed to be a distribution charge. The distribution
plan has been approved by a majority of the disinterested members of the Board
of Managers of the target account. The distribution plan is designed to
partially compensate AUSA Life for the cost of distributing the policies.
Charges under the distribution plan will be used to support marketing efforts,
training of representatives and reimbursement of expenses incurred by
broker/dealers who sell the policies, and will be based on a percentage of the
daily net assets of the target account. The distribution plan may be terminated
at any time by a vote of a majority of the disinterested members of the target
account's Board of Managers, or by a vote of the majority of its outstanding
shares.
VOTING RIGHTS
The Mutual Fund Account
To the extent required by law, AUSA Life will vote the underlying funds' shares
held by the mutual fund account at regular and special shareholder meetings of
the underlying funds in accordance with instructions received from persons
having voting interests in the portfolios, although none of the underlying
funds hold regular annual shareholder meetings. If, however, the 1940 Act or
any regulation thereunder should be amended or if the present interpretation
thereof should change, and as a result AUSA Life determines that it is
permitted to vote the underlying funds' shares in its own right, it may elect
to do so.
Before the annuity commencement date, you hold the voting interest in the
selected portfolios. The number of votes that you have the right to instruct
will be calculated separately for each subaccount. The number of votes that you
have the right to instruct for a particular subaccount will be determined by
dividing your policy value in the subaccount by the net asset value per share
of the corresponding portfolio in which the subaccount invests. Fractional
shares will be counted.
After the annuity commencement date, the person receiving annuity payments has
the voting interest, and the number of votes decreases as annuity payments are
made and as the reserves for the policy decrease. The person's number of votes
will be determined by dividing the reserve for the policy allocated to the
applicable subaccount by the net asset value per share of the corresponding
portfolio. Fractional shares will be counted.
The number of votes that you or the person receiving income payments has the
right to instruct will be determined as of the date established by the
underlying fund for determining shareholders eligible to vote at the meeting of
the underlying fund. AUSA Life will solicit voting instructions by sending you,
or other persons entitled to vote, written requests for instructions prior to
that meeting in accordance with procedures established by the underlying fund.
Portfolio shares as to which no timely instructions are received and shares
held by AUSA Life in which you, or other persons entitled to vote, have no
beneficial interest will be voted in proportion to the voting instructions that
are received with respect to all policies participating in the same subaccount.
Each person having a voting interest in a subaccount will receive proxy
material, reports, and other materials relating to the appropriate portfolio.
The Target Account
The target account is the legal owner of the common stock held in the target
series subaccounts and as such has the right to vote upon any matter that may
be voted by shareholders. However, you or persons
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receiving income payments may vote on certain aspects of the governance of the
target series subaccounts. Matters on which persons holding voting interests
may vote include the following: (1) approval of any change in the investment
advisory agreement corresponding to a target series subaccount; (2) any change
in the fundamental investment policies of a target series subaccount; or
(3) any other matter requiring a vote of persons holding voting interests in
the target series subaccount. With respect to approval of the investment
advisory agreements or any change in a fundamental investment policy, owners
participating in that target series subaccount will vote separately on the
matter pursuant to the requirements of Rule 18f-2 under the 1940 Act.
Before the annuity commencement date, you hold the voting interest in the
selected target series subaccounts. The number of votes that you have will be
calculated separately for each target series subaccount. The number of votes
that you have for a target series subaccount will be determined by dividing
your policy value in the target series subaccount into the total assets of the
target series subaccount and multiplying this by the total number of votes.
After the annuity commencement date, the person receiving annuity payments has
the voting interest, and the number of votes decreases as annuity payments are
made and as the reserves for the policy decrease. The person's number of votes
will be determined by dividing the reserve for the policy allocated to the
applicable target series subaccount into the total assets of the target series
subaccount and multiplying this by the total number of votes.
AUSA Life does not intend to hold annual or other periodic meetings of owners.
AUSA Life will solicit proxies by sending you or other persons entitled to vote
written requests for proxies prior to the vote. Where timely proxies are not
received, the voting interests will be voted in proportion to the proxies that
are received with respect to all policies participating in the same target
series subaccount.
AUSA Life may, if required by state insurance officials, disregard proxies
which would require voting to cause a change in the subclassification or
investment objectives or policies of one or more of the target series
subaccounts, or to approve or disapprove an investment adviser or principal
underwriter for one or more of the target series subaccounts. In addition, AUSA
Life may disregard proxies that would require changes in the investment
objectives or policies of any target series subaccount or in an investment
adviser or principal underwriter, if AUSA Life reasonably disapproves those
changes in accordance with applicable federal regulations. If AUSA Life
disregards proxies, it will advise those persons who may give proxies of that
action and its reasons for the action in the next semiannual report.
OTHER PRODUCTS
AUSA Life may make other variable annuity policies available that may also be
funded through the mutual fund account and/or the target account. These
variable annuity policies may have different features, such as different
investment options or charges.
CUSTODY OF ASSETS
The assets of each of the mutual fund subaccounts and the target series
subaccounts are held by AUSA Life. The assets of each of the subaccounts are
segregated and held separate and apart from the assets of the other subaccounts
and from AUSA Life's general account assets. AUSA Life maintains records of all
purchases and redemptions of shares of the underlying funds held by each of the
mutual fund subaccounts, and of all purchases and sales of common stock held by
each of the target series subaccounts. Additional protection for the assets of
the mutual fund account and the target account is
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<PAGE>
afforded by AUSA Life's fidelity bond, presently in the amount of $5,000,000,
covering the acts of officers and employees of AUSA Life.
LEGAL MATTERS
Sutherland Asbill & Brennan LLP, of Washington D.C. has provided legal advice
for AUSA Life relating to certain matters under the federal securities laws
applicable to the issue and sale of the policies.
INDEPENDENT AUDITORS
The statutory-basis financial statements of AUSA Life as of December 31, 1999
and 1998, and for each of the three years in the period ended December 31,
1999, and the financial statements of subaccounts of the AUSA Endeavor Variable
Annuity Account, which are available for investment by The Endeavor Variable
Annuity contract owners as of December 31, 1999, and for each of the two years
in the period then ended, included in this SAI have been audited by Ernst &
Young LLP, Independent Auditors, 801 Grand Avenue, Suite 3400, Des Moines,
Iowa, 50309.
There are no financial statements of the target account because it had not
commenced operations as of December 31, 1999.
OTHER INFORMATION
A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
policies discussed in this SAI. Not all of the information set forth in the
Registration Statement, amendments and exhibits thereto has been included in
the prospectus or this SAI. Statements contained in the prospectus and this SAI
concerning the content of the policies and other legal instruments are intended
to be summaries. For a complete statement of the terms of these documents,
reference should be made to the instruments filed with the Securities and
Exchange Commission.
FINANCIAL STATEMENTS
The values of the interest of owners in the mutual fund account or the target
account will be affected solely by the investment results of the selected
subaccount(s). Financial statements of certain subaccounts of the AUSA Endeavor
Variable Annuity Account, which are available for investment by The Endeavor
Variable Annuity contract owners, are contained herein. There are no financial
statements of the target account because it had not commenced operations as of
the date of this SAI. The statutory-basis financial statements of AUSA Life,
which are included in this SAI, should be considered only as bearing on the
ability of AUSA Life to meet its obligations under the policies. They should
not be considered as bearing on the investment performance of the assets held
in the mutual fund account or the target account.
-36-
<PAGE>
Financial Statements - Statutory Basis
AUSA Life Insurance Company, Inc.
Years ended December 31, 1999, 1998 and 1997
with Report of Independent Auditors
<PAGE>
AUSA Life Insurance Company, Inc.
Financial Statements - Statutory Basis
Years ended December 31, 1999, 1998 and 1997
Contents
<TABLE>
<S> <C>
Report of Independent Auditors.................................. 1
Audited Financial Statements
Balance Sheets - Statutory Basis................................ 3
Statements of Operations - Statutory Basis...................... 5
Statements of Changes in Capital and Surplus - Statutory Basis.. 6
Statements of Cash Flow - Statutory Basis....................... 7
Notes to Financial Statements - Statutory Basis................. 8
</TABLE>
<PAGE>
Report of Independent Auditors
The Board of Directors
AUSA Life Insurance Company, Inc.
We have audited the accompanying statutory-basis balance sheets of AUSA Life
Insurance Company, Inc., an indirect wholly-owned subsidiary of AEGON N.V., as
of December 31, 1999 and 1998 and the related statutory-basis statements of
operations, changes in capital and surplus, and cash flow for each of the three
years in the period ended December 31, 1999. These financial statements 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 statutory-
basis balance sheets 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 Accounts,
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 Department of Insurance of the State of New York, which
practices differ from generally accepted accounting principles. The variances
between such practices and generally accepted accounting principles also are
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 matter 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 AUSA Life Insurance Company, Inc. at December 31, 1999 and 1998, or the
results of its operations or its cash flows for each of the three years in the
period ended December 31, 1999.
1
<PAGE>
However, 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 AUSA Life Insurance Company, Inc. at
December 31, 1999 and 1998, and the results of its operations and its cash flow
for each of the three years in the period ended December 31, 1999, in conformity
with accounting practices prescribed or permitted by the Department of Insurance
of the State of New York.
/s/ Ernst & Young LLP
Des Moines, Iowa
February 18, 2000
2
<PAGE>
AUSA Life Insurance Company, Inc.
Balance Sheets - Statutory Basis
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
December 31
1999 1998
--------------------------------
<S> <C> <C>
Admitted assets
Cash and invested assets:
Bonds $ 3,864,509 $ 4,151,780
Stocks:
Preferred 6,789 2,582
Common, at market (cost: $14 in 1999 and 1998) 2 2
Mortgage loans on real estate 449,603 413,107
Real estate acquired in satisfaction of debt, at cost
less accumulated depreciation ($1,239 in 1999 and
$2,474 in 1998) 16,865 33,986
Policy loans 3,276 3,181
Cash and short-term investments 81,390 61,065
Other invested assets 62,759 30,795
Short-term notes receivable from affiliates 136,300 10,400
--------------------------------
Total cash and invested assets 4,621,493 4,706,898
Receivable from affiliates 17,851 14,731
Premiums deferred and uncollected 6,572 6,408
Accrued investment income 58,103 64,859
Federal income taxes recoverable - 527
Other assets 14,901 12,567
Separate account assets 6,881,195 6,517,152
--------------------------------
Total admitted assets $11,600,115 $11,323,142
================================
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
December 31
1999 1998
--------------------------------
<S> <C> <C>
Liabilities and capital and surplus
Liabilities:
Aggregate reserves for policies and contracts:
Life $ 138,147 $ 109,132
Annuity 796,401 868,294
Accident and health 16,432 16,416
Policy and contract claim reserves:
Life 5,004 4,927
Accident and health 8,190 10,302
Other policyholders' funds 3,145,632 3,267,417
Remittances and items not allocated 44,643 58,724
Asset valuation reserve 82,997 84,077
Interest maintenance reserve 27,244 37,253
Deferred interest on assets purchased 733 5,230
Payable under assumption reinsurance agreement 39,118 52,837
Other liabilities 23,566 7,422
Federal income taxes payable 4,507 -
Separate account liabilities 6,874,006 6,497,865
--------------------------------
Total liabilities 11,206,620 11,019,896
Commitments and contingencies (Note 10)
Capital and surplus:
Common stock, $125 par value, 20,000 shares authorized,
issued and outstanding 2,500 2,500
Paid-in surplus 319,180 319,180
Special surplus funds 2,017 1,827
Unassigned surplus (deficit) 69,798 (20,261)
--------------------------------
Total capital and surplus 393,495 303,246
--------------------------------
Total liabilities and capital and surplus $11,600,115 $11,323,142
================================
</TABLE>
See accompanying notes.
4
<PAGE>
AUSA Life Insurance Company, Inc.
Statements of Operations - Statutory Basis
(Dollars in thousands)
<TABLE>
<CAPTION>
Year ended December 31
1999 1998 1997
-----------------------------------------------------
<S> <C> <C> <C>
Revenue:
Premiums and other considerations, net of
reinsurance:
Life $ 48,276 $ 22,664 $ 71,899
Annuity 1,475,991 1,132,120 1,199,470
Accident and health 29,748 32,869 39,999
Net investment income 325,049 345,660 341,540
Amortization of interest maintenance reserve 4,078 6,116 3,392
Commissions and expense allowances on
reinsurance ceded 424 302 374
Separate account fee income 51,872 43,525 -
Other income 5,531 - 17,240
-----------------------------------------------------
1,940,969 1,583,256 1,673,914
Benefits and expenses:
Benefits paid or provided for:
Life and accident and health benefits 32,871 32,464 39,045
Surrender benefits 1,937,450 1,117,653 1,175,051
Other benefits 21,747 20,886 14,316
Increase (decrease) in aggregate reserves for
policies and contracts:
Life 29,016 5,762 52,500
Annuity (71,893) (42,781) 65,982
Accident and health 16 (131) (1,357)
Other 778 (67) 580
Increase (decrease) in liability for premium
and other deposit type funds (122,644) 85,461 92,280
-----------------------------------------------------
1,827,341 1,219,247 1,438,397
Insurance expenses:
Commissions 50,265 69,009 79,099
General insurance expenses 58,034 95,169 92,613
Taxes, licenses and fees 1,836 1,466 3,717
Net transfers to (from) separate accounts (79,470) 174,435 42,490
Other (16) 978 181
-----------------------------------------------------
30,649 341,057 218,100
-----------------------------------------------------
1,857,990 1,560,304 1,656,497
-----------------------------------------------------
Gain from operations before federal income tax
expense and net realized capital gains on
investments 82,979 22,952 17,417
Federal income tax expense 7,976 4,021 5,247
-----------------------------------------------------
Gain from operations before net realized
capital gains on investments 75,003 18,931 12,170
Net realized capital gains on investments (net
of related federal income taxes and amounts
transferred to interest maintenance reserve) 11,471 3,770 831
-----------------------------------------------------
Net income $ 86,474 $ 22,701 $ 13,001
=====================================================
</TABLE>
See accompanying notes.
5
<PAGE>
AUSA Life Insurance Company, Inc.
Statements of Changes in Capital and
Surplus - Statutory Basis
(Dollars in thousands)
<TABLE>
<CAPTION>
Special Unassigned Total
Common Paid-in Surplus Surplus Capital
Stock Surplus Funds (Deficit) and Surplus
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 $2,500 $319,180 $1,473 $ (4,246) $318,907
Net income - - 134 12,867 13,001
Change in net unrealized capital gains
(losses) - - - (2,710) (2,710)
Change in non-admitted assets - - - (8,483) (8,483)
Change in liability for reinsurance in
unauthorized companies - - - 29 29
Change in asset valuation reserve - - - (20,446) (20,446)
Net change in separate account surplus - - - (49) (49)
Prior year federal income tax adjustment - - - 59 59
---------------------------------------------------------------------------
Balance at December 31, 1997 2,500 319,180 1,607 (22,979) 300,308
Net income - - 220 22,481 22,701
Change in net unrealized capital gains
(losses) - - - 4,439 4,439
Change in non-admitted assets - - - (291) (291)
Change in liability for reinsurance in
unauthorized companies - - - 18 18
Change in asset valuation reserve - - - (16,753) (16,753)
Net change in separate account surplus - - - 824 824
Dividend to stockholder - - - (8,000) (8,000)
---------------------------------------------------------------------------
Balance at December 31, 1998 2,500 319,180 1,827 (20,261) 303,246
Net income - - 190 86,284 86,474
Change in net unrealized capital gains
(losses) - - - (2,666) (2,666)
Change in non-admitted assets - - - 8,957 8,957
Change in liability for reinsurance in
unauthorized companies - - - (394) (394)
Change in asset valuation reserve - - - 1,080 1,080
Net change in separate account surplus - - - (3,202) (3,202)
---------------------------------------------------------------------------
Balance at December 31, 1999 $2,500 $319,180 $2,017 $ 69,798 $393,495
===========================================================================
</TABLE>
See accompanying notes.
6
<PAGE>
AUSA Life Insurance Company, Inc.
Statement of Cash Flow - Statutory Basis
(Dollars in thousands)
<TABLE>
<CAPTION>
Year ended December 31
1999 1998 1997
--------------------------------------------------------
<S> <C> <C> <C>
Operating activities
Premiums and other considerations, net of reinsurance $ 1,569,443 $ 1,191,035 $ 1,340,757
Net investment income 343,327 353,054 340,150
Life and accident and health claims (34,919) (33,979) (40,151)
Surrender benefits and other fund withdrawals (1,937,450) (1,117,653) (1,175,051)
Other benefits to policyholders (21,733) (20,876) (14,290)
Commissions, other expenses and other taxes (125,507) (169,784) (184,457)
Net transfers (to) from separate account 131,083 (130,976) (43,309)
Federal income taxes paid (2,942) (5,558) (4,704)
Other, net (26,319) (3,806) (3,744)
--------------------------------------------------------
Net cash provided by (used in) operating activities (105,017) 61,457 215,201
Investing activities
Proceeds from investments sold, matured or repaid:
Bonds and preferred stocks 1,843,152 1,381,784 968,184
Common stocks 55,050 164 -
Mortgage loans on real estate 144,620 138,723 179,810
Real estate 46,449 22,067 25,104
Policy loans - - 16
Other 3,847 (21) -
--------------------------------------------------------
2,093,118 1,542,717 1,173,114
Cost of investments acquired:
Bonds and preferred stocks (1,588,268) (1,554,838) (1,260,122)
Common stocks (55,050) - (103)
Mortgage loans on real estate (178,473) (51,862) (60,722)
Real estate (27,721) (561) -
Policy loans (95) (135) (146)
Other 7,731 5,756 (17,805)
--------------------------------------------------------
(1,841,876) (1,601,640) (1,338,898)
--------------------------------------------------------
Net cash provided by (used in) investing activities 251,242 (58,923) (165,784)
Financing activities
Issuance of intercompany notes, net (125,900) (1,600) (9,400)
Dividends to stockholders - (8,000) -
--------------------------------------------------------
Net cash used in financing activities (125,900) (9,600) (9,400)
--------------------------------------------------------
Increase (decrease) in cash and short-term investments 20,325 (7,066) 40,017
Cash and short-term investments at beginning of year 61,065 68,131 28,114
--------------------------------------------------------
Cash and short-term investments at end of year $ 81,390 $ 61,065 $ 68,131
========================================================
</TABLE>
See accompanying notes.
7
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis
(Dollars in thousands)
December 31, 1999
1. Organization and Summary of Significant Accounting Policies
Organization
AUSA Life Insurance Company, Inc. ("the Company") is a stock life insurance
company and is 82 percent owned by First AUSA Life Insurance Company ("First
AUSA"), a wholly-owned subsidiary of AEGON USA, Inc. ("AEGON"), and 18 percent
owned by Veterans Life Insurance Company, an indirect wholly-owned subsidiary of
AEGON. AEGON is a wholly-owned subsidiary of AEGON N.V., a holding company
organized under the laws of The Netherlands. Effective September 24, 1993, First
AUSA purchased from The Dreyfus Corporation ("Dreyfus"), its entire interest in
Dreyfus Life Insurance Company and subsequently changed the name to AUSA Life
Insurance Company, Inc. On December 31, 1993, the Company entered into an
assumption reinsurance agreement with Mutual of New York ("MONY") to transfer
certain group pension business of MONY to the Company.
On October 1, 1998, the Company completed a merger with First Providian Life and
Health Insurance Company ("FPLH"), an indirect wholly-owned subsidiary of
Commonwealth General Corporation which, in turn, is an indirect wholly-owned
subsidiary of AEGON, whereby FPLH was merged directly into the Company. The
accompanying financial statements give retroactive effect as if the merger had
occurred on January 1, 1997 in conformity with the practices of the National
Association of Insurance Commissioners (NAIC) and accounting practices
prescribed or permitted by the Department of Insurance of the State of New York.
This merger was accounted for as a statutory merger, which is similar to the
pooling of interests method of accounting and, accordingly, the historical book
values carried over from the separate companies to the Company.
Nature of Business
The Company primarily sells group fixed and variable annuities and group life
coverages. The Company is licensed in 49 states and the District of Columbia and
is in the process of becoming licensed in New Jersey. Sales of the Company's
products are primarily through brokers.
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. Actual results could differ from
those estimates.
8
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
1. Organization and Summary of Significant Accounting Policies (continued)
Significant estimates and assumptions are utilized in the calculation of
aggregate policy reserves, policy and contract reserves, guarantee fund
assessment accruals and valuation allowances on investments. It is reasonably
possible that actual experience could differ from the estimates and assumptions
utilized which could have a material impact on the financial statements.
The accompanying financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Department of Insurance of
the State of New York ("Insurance Department"), which practices differ in some
respects from generally accepted accounting principles. The more significant of
these differences are as follows: (a) bonds are generally reported at amortized
cost rather than segregating the portfolio into held-to-maturity (reported at
amortized cost), available-for-sale (reported at fair value), and trading
(reported at fair value) classifications; (b) acquisition costs of acquiring new
business are charged to current operations as incurred rather than deferred and
amortized over the life of the policies; (c) certain separate accounts provide
policyholders with a guaranteed return; these separate accounts are included in
the general account assets and liabilities for GAAP purposes due to the nature
of the guaranteed return, (d) 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; (e) policy reserves on certain investment products use discounting
methodologies utilizing statutory interest rates rather than full account
values; (f) reinsurance amounts are netted against the corresponding asset or
liability rather than shown as gross amounts on the balance sheet; (g) deferred
income taxes are not provided for the difference between the financial statement
and income tax bases of assets and liabilities; (h) net realized gains or losses
attributed to 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; (i) declines in the estimated realizable value of investments are
provided for through the establishment of a formula-determined statutory
investment reserve (reported 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; (j) certain assets designated as "non-admitted assets" have been
charged to surplus rather than being reported as assets; (k) revenues for
universal life and investment products consist of premiums received rather than
policy charges for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges assessed; (l)
pension expense is recorded as amounts are paid; (m) stock options settled in
cash are recorded as an expense of the Company's indirect parent rather than
charged to current operations; (n) adjustments to federal income taxes of prior
years are charged or
9
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
1. Organization and Summary of Significant Accounting Policies (continued)
credited directly to unassigned surplus, rather than reported as a component of
expense in the statement of operations; and (o) gains or losses on dispositions
of business are charged or credited directly to unassigned surplus rather than
being reported in the statement of operations. The effects of these variances
have not been determined by the Company, but are presumed to be material.
In 1998, the NAIC adopted codified statutory accounting principles
("Codification"), effective January 1, 2001. Codification 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. Codification will require adoption by the various states
before it becomes the prescribed statutory basis of accounting for insurance
companies domesticated within those states. Accordingly, before Codification
becomes effective for the Company, the State of New York must adopt Codification
as the prescribed basis of accounting on which domestic insurers must report
their statutory-basis results to the Insurance Department. At this time, it is
unclear whether the State of New York will adopt Codification. However, based on
current guidance, management believes that the impact of Codification will not
be material to the Company's statutory-basis financial statements.
Cash and Short-Term Investments
For purposes of the statements of cash flow, the Company considers all highly
liquid investments with remaining maturity of one year or less when purchased to
be short-term investments.
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. Amortized costs for bonds and mortgage loans on real
estate that were acquired through the reinsurance agreement described earlier
were initially recorded at market value, consistent with the aforementioned
agreement and as prescribed by the Department of Insurance of the State of New
York. Amortization is computed using methods which result in a level yield over
the expected life of the security. The Company reviews its prepayment
assumptions on mortgage and other asset-backed securities at regular intervals
and adjusts amortization rates retrospectively 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
10
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
1. Organization and Summary of Significant Accounting Policies (continued)
market. 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 invested assets consist principally of
investments in various joint ventures and are recorded at equity in underlying
net assets. Other "admitted assets" are valued, principally at cost, as required
or permitted by New York 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 potential
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. 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.
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. During 1999, 1998 and 1997, the Company
excluded investment income due and accrued of $261, $216 and $473, respectively,
with respect to such practices.
The Company uses interest rate swaps as part of its overall interest rate risk
management strategy for certain life insurance and annuity products. The net
interest effect of such swap transactions is reported as an adjustment of
interest income from the hedged items as incurred.
Deferred income for unrealized gains and losses on the securities valued at
market at the time of the assumption reinsurance agreement (described in Note 4)
are returned to MONY at the time of realization pursuant to the agreement.
Aggregate Policy Reserves
Life, annuity and accident and health benefit reserves are developed by
actuarial methods and are determined based on published tables using statutorily
specified interest rates and valuation methods that will provide, in the
aggregate, reserves that are greater than or equal to the minimum required by
law.
11
<PAGE>
AUSA Life Insurance Company, Inc.
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 Tables.
The reserves are calculated using interest rates ranging from 2.50 to 6.50
percent and are computed principally on the Net Level Premium Valuation and the
Commissioners' Reserve Valuation Method. 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 life contingencies are equal to the
present value of future payments assuming interest rates ranging from 3.00 to
8.50 percent and mortality rates, where appropriate, from a variety of tables.
Accident and health policy reserves are equal to the greater of the gross
unearned premiums or any required midterminal reserves plus net unearned
premiums and the present value of amounts not yet due on both reported and
unreported claims.
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. These 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 separate account contracts and the
Company's corresponding obligation to the contract owners are shown separately
in the balance sheets. Income and gains and losses with respect to these assets
accrue to the benefit of the contract owners and, accordingly, the operations of
the separate accounts are not included in the accompanying financial statements.
Certain separate account assets and liabilities reported in the accompanying
financial statements contain contractual guarantees. Guaranteed separate
accounts represent funds invested by the Company for the benefit of individual
contract holders who are guaranteed certain returns as specified in the
contracts. Separate account asset performance different than guaranteed
requirements is either transferred to or received
12
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
1. Organization and Summary of Significant Accounting Policies (continued)
from the general account and reported in the statements of operations.
Guaranteed separate account assets and liabilities are reported at estimated
fair value except for certain government and fixed-rate separate accounts, which
are carried at amortized cost. The assets and liabilities of the nonguaranteed
separate accounts are carried at estimated fair value.
Stock Option Plan
AEGON N.V. sponsors a stock option plan for eligible employees of the Company.
Under this plan, certain employees have indicated a preference to immediately
sell shares received as a result of their exercise of the stock options; in
these situations, AEGON N.V. has settled such options in cash rather than
issuing stock to these employees. These cash settlements are paid by the
Company, and AEGON N.V. subsequently reimburses the Company for such payments.
Under statutory accounting principles, the Company does not record any expense
related to this plan, as the expense is recognized by AEGON N.V. However, the
Company is allowed to record a deduction in the consolidated tax return filed by
the Company and certain affiliates.
Reclassifications
Certain reclassifications have been made to the 1999 financial statements to
conform to the 1998 and 1997 presentation.
2. Fair Values of Financial Instruments
Statement of Financial Accounting Standards (SFAS) 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. SFAS No. 119, Disclosures About Derivative Financial Instruments and Fair
Value of Financial Instruments, requires additional disclosures about
derivatives. 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. SFAS No. 107 and No. 119 exclude certain financial instruments and
all nonfinancial instruments from their disclosure requirements and allow
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.
13
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
2. Fair Values of Financial Instruments (continued)
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 is assumed to equal its carrying amount.
Short-term notes receivable from affiliates: The fair values for short-term
notes receivable from affiliates 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.
Interest rate swaps: Estimated fair value of interest rate swaps are based upon
the pricing differential for similar swap agreements.
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.
14
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
2. Fair Values of Financial Instruments (continued)
The following sets forth a comparison of the fair values and carrying amounts of
the Company's financial instruments subject to the provisions of SFAS No. 107
and No. 119:
<TABLE>
<CAPTION>
December 31
1999 1998
---------------------------------- ----------------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
---------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
Admitted assets
Cash and short-term investments $ 81,390 $ 81,390 $ 61,065 $ 61,065
Bonds 3,864,509 3,767,465 4,151,780 4,246,901
Preferred stock 6,789 6,579 2,582 2,529
Common stock 2 2 2 2
Mortgage loans on real estate 449,603 439,799 413,107 429,716
Interest rate swap - (174) - -
Policy loans 3,276 3,276 3,181 3,181
Short-term notes receivable from
affiliates 136,000 136,300 10,400 10,400
Separate account assets 6,881,195 6,866,675 6,517,152 6,527,180
Liabilities
Investment contract liabilities 3,940,657 3,841,080 4,134,507 4,057,004
Separate account annuities 6,798,987 6,753,227 6,408,436 6,387,445
</TABLE>
3. Investments
The carrying amounts and estimated fair values of investments in debt securities
were as follows:
<TABLE>
<CAPTION>
Gross Gross
Carrying Unrealized Unrealized Estimated Fair
Amount Gains Losses Value
----------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1999
Bonds:
United States Government and agencies $ 59,439 $ 85 $ 2,589 $ 56,935
State, municipal and other government 74,897 454 1,410 73,941
Public utilities 281,024 693 9,538 272,179
Industrial and miscellaneous 2,190,297 10,886 69,634 2,131,549
Mortgage-backed and asset-backed securities
1,258,852 4,816 30,807 1,232,861
----------------------------------------------------------------
3,864,509 16,934 113,978 3,767,465
Preferred stocks 6,789 8 218 6,579
----------------------------------------------------------------
$3,871,298 $16,942 $114,196 $3,774,044
================================================================
</TABLE>
15
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
3. Investments (continued)
<TABLE>
<CAPTION>
Gross Gross
Carrying Unrealized Unrealized Estimated Fair
Amount Gains Losses Value
------------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1998
Bonds:
United States Government and agencies $ 99,834 $ 1,776 $ 285 $ 101,325
State, municipal and other government 38,387 1,427 1,625 38,189
Public utilities 355,719 10,239 825 365,133
Industrial and miscellaneous 2,398,132 88,051 25,538 2,460,645
Mortgage-backed and asset-backed securities 1,259,708 27,387 5,486 1,281,609
----------------------------------------------------------------
4,151,780 128,880 33,759 4,246,901
Preferred stocks 2,582 - 53 2,529
----------------------------------------------------------------
$4,154,362 $128,880 $33,812 $4,249,430
================================================================
</TABLE>
The carrying amounts and estimated fair values of bonds at December 31, 1999, 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 call or prepayment penalties.
<TABLE>
<CAPTION>
Carrying Estimated
Amount Fair Value
--------------------------------
<S> <C> <C>
Due in one year or less $ 182,460 $ 182,521
Due after one year through five years 1,643,466 1,601,064
Due after five years through ten years 592,008 574,987
Due after ten years 187,723 176,032
--------------------------------
2,605,657 2,534,604
Mortgage-backed and asset-backed securities 1,258,852 1,232,861
--------------------------------
$3,864,509 $3,767,465
================================
</TABLE>
16
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
3. Investments (continued)
A detail of net investment income is presented below:
<TABLE>
<CAPTION>
Year ended December 31
1999 1998 1997
--------------------------------------------------
<S> <C> <C> <C>
Interest on bonds and notes $290,534 $290,967 $285,730
Mortgage loans 34,863 46,027 57,659
Real estate 7,176 12,741 13,976
Dividends on equity investments - 254 223
Interest on policy loans 49 317 168
Derivative instruments (2,600) (3,265) 100
Other investment income 9,139 9,568 1,543
--------------------------------------------------
Gross investment income 339,161 356,609 359,399
Less investment expenses 14,112 10,949 17,859
--------------------------------------------------
Net investment income $325,049 $345,660 $341,540
==================================================
</TABLE>
Proceeds from sales and maturities of debt securities and related gross realized
gains and losses were as follows:
<TABLE>
<CAPTION>
Year ended December 31
1999 1998 1997
--------------------------------------------------
<S> <C> <C> <C>
Proceeds $1,843,152 $1,381,784 $968,184
==================================================
Gross realized gains $ 11,207 $ 19,871 $ 19,165
Gross realized losses (22,545) (5,974) (11,997)
--------------------------------------------------
Net realized gains (losses) $ (11,338) $ 13,897 $ 7,168
==================================================
</TABLE>
At December 31, 1999, investments with an aggregate carrying amount of $2,853
were on deposit with regulatory authorities or were restrictively held in bank
custodial accounts for the benefit of such regulatory authorities as required by
statute.
17
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
3. Investments (continued)
Realized investment gains (losses) for investments are summarized below:
<TABLE>
<CAPTION>
Realized
----------------------------------------------------
Year ended December 31
1999 1998 1997
----------------------------------------------------
<S> <C> <C> <C>
Debt securities $(11,338) $ 13,897 $ 7,168
Common stock - 60 -
Preferred stock - 170 (7)
Short-term investments 373 (41) (6)
Mortgage loans on real estate 1,161 325 287
Real estate 2,463 3,967 4,059
Other invested assets 9,407 2,859 5,035
----------------------------------------------------
2,066 21,237 16,536
Federal income tax effect 3,474 20 (747)
Transfer (to) from interest maintenance
reserve 5,931 (17,487) (14,958)
----------------------------------------------------
Total realized gains $ 11,471 $ 3,770 $ 831
====================================================
</TABLE>
During 1999, the Company issued mortgage loans with interest rates ranging from
6.77% to 8.49%. The maximum percentage of any one loan to the value of the
underlying real estate at origination was 95%. No mortgage loans were non-income
producing for the previous twelve months and, accordingly, no accrued interest
related to these mortgage loans was excluded from investment income. The Company
requires all mortgage loans to carry fire insurance equal to the value of the
underlying property.
During 1999, 1998 and 1997, there were $17,959, $2,796 and $4,427, respectively,
in foreclosed mortgage loans that were transferred to real estate. At December
31, 1999 and 1998, the Company held a mortgage loan loss reserve in the asset
valuation reserve of $36,273 and $34,083, respectively. The mortgage loan
portfolio is diversified by geographic region and specific collateral property
type as follows:
18
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
3. Investments (continued)
<TABLE>
<CAPTION>
Geographic Distribution Property Type Distribution
- -------------------------------------------------- ---------------------------------------------
December 31 December 31
1999 1998 1999 1998
--------------------- ---------------------
<S> <C> <C> <C> <C> <C>
South Atlantic 26% 22% Office 37% 37%
E. North Central 15 20 Retail 23 24
Mountain 14 20 Industrial 20 29
Mid-Atlantic 13 9 Apartment 6 4
W. South Central 12 9 Agricultural 8 2
Pacific 10 8 Other 6 4
New England 4 7
W. North Central 4 3
E. South Central 2 2
</TABLE>
At December 31, 1999, 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.
The Company utilizes interest rate swap agreements as part of its efforts to
hedge and manage fluctuations in the market value of its investment portfolio
attributable to changes in general interest rate levels and to manage duration
mismatch of assets and liabilities. The contract or notional amounts of those
instruments reflect the extent of involvement in the various types of financial
instruments.
The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform according to the terms of the contract. That exposure
includes settlement risk (i.e., the risk that the counterparty defaults after
the Company has delivered funds or securities under terms of the contract) that
would result in an accounting loss and replacement cost risk (i.e., the cost to
replace the contract at current market rates should the counterparty default
prior to settlement date). Credit loss exposure resulting from nonperformance by
a counterparty for commitments to extend credit is represented by the
contractual amounts of the instruments.
At December 31, 1999 and 1998, the Company's outstanding financial instruments
with on and off-balance sheet risks, shown in notional amounts, are summarized
as follows:
<TABLE>
<CAPTION>
Notional Amount
----------------------------
1999 1998
----------------------------
<S> <C> <C>
Derivative securities:
Interest rate swaps:
Receive fixed - pay floating $103,700 $74,588
Receive floating- pay fixed 10,000 -
</TABLE>
19
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
4. Reinsurance
The Company reinsures portions of risk on 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 obligation under the reinsurance treaty.
Premiums earned reflect the following reinsurance assumed and ceded amounts for
the year ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
--------------------------------------------------
<S> <C> <C> <C>
Direct premiums $1,548,392 $1,183,777 $1,309,731
Reinsurance assumed 8,301 6,415 6,905
Reinsurance ceded (2,678) (2,539) (5,268)
--------------------------------------------------
Net premiums earned $1,554,015 $1,187,653 $1,311,368
==================================================
</TABLE>
The Company received reinsurance recoveries in the amounts of $2,983, $2,493 and
$1,992 during 1999, 1998 and 1997, respectively.
The aggregate reserves for policies and contracts were reduced for reserve
credits for reinsurance ceded at December 31, 1999 and 1998 of $118,070 and
$143,819, respectively.
On December 31, 1993, the Company and MONY entered into an assumption
reinsurance agreement whereby all of the general account liabilities were
novated to the Company from MONY as state approvals were received. In accordance
with the agreement, MONY will receive payments relating to the performance of
the assets and liabilities that existed at the date of closing for a period of
nine years. These payments will be reduced for certain administrative expenses
as defined in the agreement. The Company will recognize operating gains and
losses on renewal premiums received after December 31, 1993 of the business in-
force at December 31, 1993, and on all new business written after that date. At
the end of nine years from the date of closing, the Company will purchase from
MONY the remaining transferred business inforce based upon a formula described
in the agreement. At December 31, 1999 and 1998, the Company owed MONY $39,118
and $52,837, respectively, which represents the amount earned by MONY under the
gain sharing calculation and certain fees for investment management services for
the respective years. In connection with the transaction, MONY purchased
$150,000 and $50,000 in Series A and Series B notes, respectively, of AEGON. The
proceeds were used to enhance the surplus of the Company. Both the Series A and
Series B notes bear a market rate of interest and mature in nine years from the
date of closing.
20
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
4. Reinsurance (continued)
AEGON provides general and administrative services for the transferred business
under a related agreement with MONY. The agreement specifies prescribed rates
for expenses to administer the business up to certain levels. In addition, AEGON
also provides investment management services on the assets underlying the new
business written by the Company while MONY continues to provide investment
management services for assets supporting the remaining policy liabilities which
were transferred at December 31, 1993.
5. Income Taxes
For federal income tax purposes, the Company joins in a consolidated income tax
return filing with certain affiliated companies. Under the terms of a tax-
sharing agreement between the Company and its affiliates, the Company computes
federal income tax expense as if it were filing a separate income tax return,
except that tax credits and net operating loss carryforwards are determined on
the basis of the consolidated group. Additionally, the alternative minimum tax
is computed for the consolidated group and the resulting tax, if any, is
allocated back to the separate companies on the basis of the separate companies'
alternative minimum taxable income.
Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to gain from operations before federal income
tax expense and net realized capital gains (losses) on investments primarily due
to differences in the statutory and tax treatment of certain investments,
deferred policy acquisition costs, stock options exercised, dividends received
deduction, carryforward (utilization) of net operating loss, IMR amortization,
and certain adjustments related to the agreement between MONY and the Company.
These adjustments caused the Company to calculate federal income tax expense
using alternative minimum tax requirements in 1998.
Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to net realized capital gains (losses) on
investments due to the agreement between MONY and the Company, as discussed in
Note 4 to the financial statements. In accordance with this agreement, these
gains and losses are included in the net payments MONY will receive relating to
the performance of the assets that existed at the date of closing. Accordingly,
income taxes relating to gains and losses on such assets are not provided for on
the income tax return filed by the Company.
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 ($2,427 at December 31, 1999). To the extent dividends are paid from the
amount accumulated in the policyholders' surplus
21
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
5. Income Taxes (continued)
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 $849.
The Company expects to utilize a net operating loss carryforward of $32,539 in
the 1999 consolidated tax return.
In 1998, the Company reached a final settlement with the Internal Revenue
Service for years 1993 through 1995 resulting in no tax due or refunded. An
examination of 1996 and 1997 is currently in process.
6. Policy and Contract Attributes
A portion of the Company's policy reserves and other policyholders' funds relate
to liabilities established on a variety of the Company's products that are not
subject to significant mortality or morbidity risk; however, there may be
certain restrictions placed upon the amount of funds that can be withdrawn
without penalty. The amount of reserves on these products, by withdrawal
characteristics, are summarized as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
--------------------------------- -----------------------------
Percent of Percent of
Amount Total Amount Total
--------------------------------- -----------------------------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal with
market value adjustment $ 924,075 8% $ 912,692 9%
Subject to discretionary withdrawal at book
value less surrender charge 998,443 9 1,013,495 10
Subject to discretionary withdrawal at
market value 4,418,345 41 3,678,649 34
Subject to discretionary withdrawal at book
value (minimal or no charges or adjustments) 2,395,732 22 2,666,670 25
Not subject to discretionary withdrawal 2,121,526 20 2,416,602 22
---------------------------- -------------------------
10,858,121 100% 10,688,108 100%
=========== ========
Less reinsurance ceded 117,178 143,475
------------- -------------
Total policy reserves on annuities and
deposit fund liabilities $10,740,943 $10,544,633
============= =============
</TABLE>
22
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
6. Policy and Contract Attributes (continued)
Separate account assets held by the Company represent contracts where the
benefit is determined by the performance of the investments held in the separate
account. Information regarding the separate accounts of the Company as of and
for the years ended December 31, 1999, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
Guaranteed Non-guaranteed
Separate Separate
Account Account Total
----------------------------------------------------
<S> <C> <C> <C>
Premiums, deposits and other
considerations for the year ended
December 31, 1999 $ 205,834 $1,002,770 $1,208,604
====================================================
Reserves for separate accounts with
assets at:
Fair value $1,925,973 $4,310,332 $6,236,305
Amortized cost 562,682 - 562,682
----------------------------------------------------
Total $2,488,655 $4,310,332 $6,798,987
====================================================
Premiums, deposits and other
considerations for the year ended
December 31, 1998 $ 84,150 $ 767,676 $ 851,826
====================================================
Reserves for separate accounts with
assets at:
Fair value $2,350,983 $3,461,715 $5,812,698
Amortized cost 595,738 - 595,738
----------------------------------------------------
Total $2,946,721 $3,461,715 $6,408,436
====================================================
Premiums, deposits and other
considerations for the year ended
December 31, 1997 $ 147,638 $ 648,056 $ 795,694
====================================================
Reserves for separate accounts with
assets at:
Fair value $2,204,931 $2,767,245 $4,972,176
Amortized cost 622,703 - 622,703
----------------------------------------------------
Total $2,827,634 $2,767,245 $5,594,879
====================================================
</TABLE>
23
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
6. Policy and Contract Attributes (continued)
There may be certain restrictions placed upon the amount of funds that can be
withdrawn without penalty. The amount of separate account liabilities on these
products, by withdrawal characteristics, is summarized as follows:
<TABLE>
<CAPTION>
Guaranteed Non-guaranteed
Separate Separate
Account Account Total
----------------------------------------------------
<S> <C> <C> <C>
December 31, 1999
Subject to discretionary withdrawal
with market value adjustment $ 335,351 $ - $ 335,351
Subject to discretionary withdrawal at
book value less surrender charge 227,331 - 227,331
Subject to discretionary withdrawal at
market value 108,013 4,310,332 4,418,345
Not subject to discretionary withdrawal 1,817,960 - 1,817,960
----------------------------------------------------
$2,488,655 $4,310,332 $6,798,987
====================================================
December 31, 1998
Subject to discretionary withdrawal
with market value adjustment $ 345,379 $ - $ 345,379
Subject to discretionary withdrawal at
book value less surrender charge 250,359 - 250,359
Subject to discretionary withdrawal at
market value 216,935 3,461,715 3,678,650
Not subject to discretionary withdrawal 2,134,048 - 2,134,048
----------------------------------------------------
$2,946,721 $3,461,715 $6,408,436
====================================================
</TABLE>
A reconciliation of the amounts transferred to and from the separate accounts is
presented below:
<TABLE>
<CAPTION>
Year ended December 31
1999 1998 1997
--------------------------------------------------------
<S> <C> <C> <C>
Transfers as reported in the summary of operations of
the separate accounts annual statement:
Transfers to separate accounts $ 1,207,636 $ 851,826 $ 795,663
Transfers from separate accounts (1,290,346) (679,796) (767,049)
--------------------------------------------------------
Net transfers to (from) separate accounts (82,710) 172,030 28,614
Reconciling adjustments - HUB level fees not paid to
AUSA general account 3,240 1,317 13,756
Fees paid to external fund manager - - 120
Assumption of liabilities via merger of FPLH - 1,088 -
--------------------------------------------------------
Net adjustments 3,240 2,405 13,876
--------------------------------------------------------
Net transfers as reported in the summary of operations
of the life, accident and health annual statement $ (79,470) $ 174,435 $ 42,490
========================================================
</TABLE>
24
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
6. Policy and Contract Attributes (continued)
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, 1999 and 1998, these assets (which are reported as
premiums deferred and uncollected) and the amounts of the related gross premiums
and loadings, are as follows:
<TABLE>
<CAPTION>
Gross Loading Net
--------------------------------------
<S> <C> <C> <C>
December 31, 1999
Life and annuity:
Ordinary direct first year business $ 400 $ 276 $ 124
Ordinary direct renewal business 6,454 1,080 5,374
Group life direct business 1,030 427 603
Credit life 42 - 42
Reinsurance ceded (15) - (15)
--------------------------------------
7,911 1,783 6,128
Accident and health:
Direct 484 - 484
Reinsurance ceded (40) - (40)
--------------------------------------
Total accident and health 444 - 444
--------------------------------------
$8,355 $1,783 $6,572
======================================
December 31, 1998
Life and annuity:
Ordinary direct first year business $ 351 $ 339 $ 12
Ordinary direct renewal business 6,760 1,087 5,673
Group life direct business 851 482 369
Credit life 37 - 37
Reinsurance ceded (6) - (6)
--------------------------------------
7,993 1,908 6,085
Accident and health:
Direct 363 - 363
Reinsurance ceded (40) - (40)
---------------------------------------
Total accident and health 323 - 323
--------------------------------------
$8,316 $1,908 $6,408
======================================
</TABLE>
At December 31, 1999 and 1998, the Company had insurance in force aggregating
$425,151 and $474,471, respectively, in which the gross premiums are less than
the net premiums required by the valuation standards established by the
Department of Insurance of the State of New York. The Company established policy
reserves of $1,250 and $1,348 to cover these deficiencies at December 31, 1999
and 1998, respectively.
25
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
7. Dividend Restrictions
The Company is subject to certain limitations relative to statutory surplus,
imposed by the State of New York, on the payment of dividends to its parent
company.
The Company paid dividends to its parent of $8,000 in 1998. The Company is not
entitled to pay out any dividends in 1999 without prior approval.
8. Retirement and Compensation Plans
The Company's employees participate in a qualified benefit pension 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 SFAS
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. The Company's allocation of pension expense for each of the years
ended December 31, 1999, 1998 and 1997 was negligible. The plan is subject to
the reporting and disclosure requirements of the Employee Retirement 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 Income Security Act of 1974. The Company
was allocated $10, $9 and $12 of expense for the years ended December 31, 1999,
1998 and 1997, respectively.
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's allocation of
postretirement expenses was negligible for each of the years ended December 31,
1999, 1998 and 1997.
26
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
9. Related Party Transactions
In accordance with an agreement between AEGON and the Company, AEGON will ensure
the maintenance of certain minimum tangible net worth, operating leverage and
liquidity levels of the Company, as defined in the agreement, through the
contribution of additional capital by the Company's parent as needed.
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 1999, 1998
and 1997, the Company paid $6,940, $5,650 and $7,330, respectively, for these
services, which approximates their costs to the affiliates.
Payable to affiliates and intercompany borrowings bear interest at the thirty-
day commercial paper rate of 5.7% at December 31, 1999. During 1999, 1998 and
1997, the Company paid net interest of $485, $232 and $142, respectively, to
affiliates.
10. Commitments and Contingencies
The Company has issued Trust (synthetic) GIC contracts to plan sponsors totaling
$186,478 and $153,146 at December 31, 1999 and 1998, respectively, pursuant to
terms under which the plan sponsor retains ownership of the assets related to
these contracts. The Company guarantees benefit responsiveness in the event that
plan benefit requests and other contractual commitments exceed plan cash flows.
The plan sponsor agrees to reimburse the Company for such benefit payments with
interest, either at a fixed or floating rate, from future plan and asset cash
flows. In return for this guarantee, the Company receives a premium which varies
based on such elements as benefit responsive exposure and contract size. The
Company underwrites the plans for the possibility of having to make benefit
payments and also must agree to the investment guidelines to ensure appropriate
credit quality and cash flow matching. Funding requirements to date have been
minimal and management does not anticipate any future material funding
requirements that would have a material effect on reported financial results.
The assets relating to such contracts are not recognized in the Company's
statutory-basis financial statements.
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.
27
<PAGE>
AUSA Life Insurance Company, Inc.
Notes to Financial Statements - Statutory Basis (continued)
(Dollars in thousands)
10. Commitments and Contingencies (continued)
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. In accordance with the purchase agreement,
assessments related to periods prior to the purchase of the Company will be paid
by Dreyfus and assessments attributable to business reinsured from MONY for
premiums received prior to the date of the transaction will be paid by MONY (see
Note 1). The Company will be responsible for assessments, if any, attributable
to premium income after the date of purchase. 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. Potential future
obligations for unknown insolvencies are not determinable by the Company. The
future obligation has been based on the most recent information available from
the National Organization of Life and Health Insurance Guaranty Associations.
The guaranty fund expense was $46, $126 and $586 for the years ended December
31, 1999, 1998 and 1997, respectively.
28
<PAGE>
Financial Statements
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Year ended December 31, 1999
with Report of Independent Auditors
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Financial Statements
Year ended December 31, 1999
Contents
Report of Independent Auditors............................................. 1
Financial Statements
Balance Sheets............................................................. 2
Statements of Operations................................................... 6
Statements of Changes in Contract Owners' Equity........................... 10
Notes to Financial Statements.............................................. 14
<PAGE>
Report of Independent Auditors
The Board of Directors and Contract Owners
of The Endeavor Variable Annuity,
AUSA Life Insurance Company, Inc.
We have audited the accompanying balance sheets of AUSA Endeavor Variable
Annuity Account (the "Separate Account", comprised of the Endeavor Money Market,
Endeavor Asset Allocation, T. Rowe Price International Stock, Endeavor Value
Equity, Dreyfus Small Cap Value, Dreyfus U.S. Government Securities, T. Rowe
Price Equity Income, T. Rowe Price Growth Stock, Endeavor Opportunity Value,
Endeavor Enhanced Index, Endeavor Janus Growth, Endeavor Select 50, and Endeavor
High Yield subaccounts), which are available for investment by contract owners
of The Endeavor Variable Annuity, as of December 31, 1999, and the related
statements of operations for the period then ended as indicated thereon and
changes in contract owners' equity for the periods indicated thereon. These
financial statements are the responsibility of the Separate Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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. Our
procedures included confirmation of mutual fund shares owned as of December 31,
1999, by correspondence with the mutual fund's transfer agent. 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 provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts of AUSA Endeavor Variable Annuity which are available for investment
by contract owners of the Endeavor Variable Annuity at December 31, 1999, and
the results of their operations for the period then ended as indicated thereon
and changes in their contract owners' equity for the periods indicated thereon
in conformity with accounting principles generally accepted in the United
States.
/s/ Ernst & Young LLP
Des Moines, Iowa
January 28, 2000
1
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Balance Sheets
December 31, 1999
<TABLE>
<CAPTION>
Endeavor
Money Market
Subaccount
-----------------
<S> <C>
Assets
Cash $ 2
Investments in mutual funds, at current market value:
Endeavor Series Trust:
Endeavor Money Market Portfolio 1,642,437
Endeavor Asset Allocation Portfolio -
T. Rowe Price International Stock Portfolio -
Endeavor Value Equity Portfolio -
Dreyfus Small Cap Value Portfolio -
Dreyfus U. S. Government Securities Portfolio -
T. Rowe Price Equity Income Portfolio -
T. Rowe Price Growth Stock Portfolio -
Endeavor Opportunity Value Portfolio -
Endeavor Enhanced Index Portfolio -
Endeavor Janus Growth Portfolio -
Endeavor Select 50 Portfolio -
Endeavor High Yield Portfolio -
-----------------
Total investments in mutual funds 1,642,437
-----------------
Total assets $1,642,439
=================
Liabilities and contract owners' equity Liabilities:
Contract terminations payable $ -
-----------------
Total liabilities -
Contract owners' equity:
Deferred annuity contracts terminable by owners 1,642,439
-----------------
Total liabilities and contract owners' equity $1,642,439
=================
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
<CAPTION>
Dreyfus U. S.
Endeavor Asset T. Rowe Price Endeavor Dreyfus Small Government
Allocation International Value Equity Cap Value Securities
Subaccount Stock Subaccount Subaccount Subaccount Subaccount
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ - $ - $ - $ - $ -
- - - - -
7,113,204 - - - -
- 9,830,966 - - -
- - 7,501,568 - -
- - - 6,589,852 -
- - - - 2,536,904
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- -----------------------------------------------------------------------------------------------------------
7,113,204 9,830,966 7,501,568 6,589,852 2,536,904
- -----------------------------------------------------------------------------------------------------------
$7,113,204 $9,830,966 $7,501,568 $6,589,852 $2,536,904
===========================================================================================================
$ 16 $ 142 $ 89 $ 144 $ -
- -----------------------------------------------------------------------------------------------------------
16 142 89 144 -
7,113,188 9,830,824 7,501,479 6,589,708 2,536,904
- -----------------------------------------------------------------------------------------------------------
$7,113,204 $9,830,966 $7,501,568 $6,589,852 $2,536,904
===========================================================================================================
</TABLE>
3
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Balance Sheets (continued)
<TABLE>
<CAPTION>
T. Rowe Price
Equity T. Rowe Price
Income Growth Stock
Subaccount Subaccount
----------------------------------
<S> <C> <C>
Assets
Cash $ - $ -
Investments in mutual funds, at current market value:
Endeavor Series Trust:
Endeavor Money Market Portfolio - -
Endeavor Asset Allocation Portfolio - -
T. Rowe Price International Stock Portfolio - -
Endeavor Value Equity Portfolio - -
Dreyfus Small Cap Value Portfolio - -
Dreyfus U. S. Government Securities Portfolio - -
T. Rowe Price Equity Income Portfolio 8,114,462 -
T. Rowe Price Growth Stock Portfolio - 9,784,725
Endeavor Opportunity Value Portfolio - -
Endeavor Enhanced Index Portfolio - -
Endeavor Janus Growth Portfolio - -
Endeavor Select 50 Portfolio - -
Endeavor High Yield Portfolio - -
----------------------------------
Total investments in mutual funds 8,114,462 9,784,725
----------------------------------
Total assets $ 8,114,462 $ 9,784,725
==================================
Liabilities and contract owners' equity Liabilities:
Contract terminations payable $ 48 $ 81
----------------------------------
Total liabilities 48 81
Contract owners' equity:
Deferred annuity contracts terminable by owners 8,114,414 9,784,644
----------------------------------
Total liabilities and contract owners' equity $ 8,114,462 $ 9,784,725
==================================
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
<CAPTION>
Endeavor Endeavor Endeavor Janus Endeavor Endeavor
Opportunity Enhanced Index Growth Select 50 High Yield
Value Subaccount Subaccount Subaccount Portfolio Portfolio
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ - $ - $ 127 $ - $ -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
1,266,387 - - - -
- 3,480,347 - - -
- - 35,071,907 - -
- - - 65,304 -
- - - - 2,023
- ------------------------------------------------------------------------------------------------------------
1,266,387 3,480,347 35,071,907 65,304 2,023
- ------------------------------------------------------------------------------------------------------------
$1,266,387 $3,480,347 $35,072,034 $65,304 $2,023
============================================================================================================
$ 10 $ 13 $ - $ 1 $ -
- ------------------------------------------------------------------------------------------------------------
10 13 - 1 -
1,266,377 3,480,334 35,072,034 65,303 2,023
- ------------------------------------------------------------------------------------------------------------
$1,266,387 $3,480,347 $35,072,034 $65,304 $2,023
============================================================================================================
</TABLE>
5
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Statements of Operations
Year ended December 31, 1999, except as noted
<TABLE>
<CAPTION>
Endeavor Money
Market
Subaccount
----------------
<S> <C>
Net investment income (loss)
Income:
Dividends $ 54,524
Expenses:
Administrative, mortality and expense risk charges 16,711
----------------
Net investment income (loss) 37,813
Net realized and unrealized capital gain (loss) from investments
Net realized capital gain from sales of investments:
Proceeds from sales 1,091,568
Cost of investments sold 1,091,568
----------------
Net realized capital gain from sales of investments -
Net change in unrealized appreciation/depreciation of investments:
Beginning of the period -
End of the period -
----------------
Net change in unrealized appreciation/depreciation of investments -
----------------
Net realized and unrealized capital gain (loss) from investments -
----------------
Increase (decrease) from operations $ 37,813
================
</TABLE>
(1) For the period January 1, 1999 through April 30, 1999, activity reflected
in this subaccount is related to investments in the Growth Portfolio of the
WRL Series Fund, Inc. As of the close of business on April 30, 1999, the
investments in the Growth Portfolio of the WRL Series Fund, Inc. were
replaced by investments in the Endeavor Janus Growth Portfolio of the
Endeavor Series Trust. The investment results of the Endeavor Janus Growth
Portfolio of the Endeavor Series Trust are reflected in this subaccount for
the period May 1, 1999 through December 31, 1999.
(2) Commencement of operations, June 21, 1999.
See accompanying notes.
6
<PAGE>
<TABLE>
<CAPTION>
Dreyfus U. S.
Endeavor Asset T. Rowe Price Endeavor Dreyfus Small Government
Allocation International Value Equity Cap Value Securities
Subaccount Stock Subaccount Subaccount Subaccount Subaccount
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$1,480,494 $ 200,697 $ 426,492 $ 579,837 $ 133,541
88,796 115,112 115,507 82,093 34,702
- -----------------------------------------------------------------------------------------------------------
1,391,698 85,585 310,985 497,744 98,839
757,774 956,671 1,275,625 777,604 213,260
576,068 739,343 929,764 674,920 200,936
- -----------------------------------------------------------------------------------------------------------
181,706 217,328 345,861 102,684 12,324
822,028 812,805 958,553 (325,370) 126,060
655,494 2,812,967 (47,927) 508,721 (39,105)
- -----------------------------------------------------------------------------------------------------------
(166,534) 2,000,162 (1,006,480) 834,091 (165,165)
- -----------------------------------------------------------------------------------------------------------
15,172 2,217,490 (660,619) 936,775 (152,841)
- -----------------------------------------------------------------------------------------------------------
$1,406,870 $ 2,303,075 $ (349,634) $ 1,434,519 $ (54,002)
===========================================================================================================
</TABLE>
7
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Statements of Operations (continued)
<TABLE>
<CAPTION>
T. Rowe Price T. Rowe Price
Equity Income Growth Stock
Subaccount Subaccount
------------------ ----------------
<S> <C> <C>
Net investment income (loss)
Income:
Dividends $ 518,675 $ 646,509
Expenses:
Administrative, mortality and expense risk charges 118,735 115,969
------------------ ----------------
Net investment income (loss) 399,940 530,540
Net realized and unrealized capital gain (loss) from investments
Net realized capital gain from sales of investments:
Proceeds from sales 1,023,316 600,104
Cost of investments sold 699,862 332,134
------------------ ----------------
Net realized capital gain from sales of investments 323,454 267,970
Net change in unrealized appreciation/depreciation of investments:
Beginning of the period 1,032,364 1,627,770
End of the period 467,957 2,468,646
------------------ ----------------
Net change in unrealized appreciation/depreciation of investments (564,407) 840,876
------------------ ----------------
Net realized and unrealized capital gain (loss) from investments (240,953) 1,108,846
------------------ ----------------
Increase (decrease) from operations $ 158,987 $1,639,386
================== ================
</TABLE>
(1) For the period January 1, 1999 through April 30, 1999, activity reflected
in this subaccount is related to investments in the Growth Portfolio of the
WRL Series Fund, Inc. As of the close of business on April 30, 1999, the
investments in the Growth Portfolio of the WRL Series Fund, Inc. were
replaced by investments in the Endeavor Janus Growth Portfolio of the
Endeavor Series Trust. The investment results of the Endeavor Janus Growth
Portfolio of the Endeavor Series Trust are reflected in this subaccount for
the period May 1, 1999 through December 31, 1999.
(2) Commencement of operations, June 21, 1999.
See accompanying notes.
8
<PAGE>
<TABLE>
<CAPTION>
Endeavor Endeavor Endeavor Janus Endeavor Endeavor
Opportunity Enhanced Index Growth Select 50 High Yield
Value Subaccount Subaccount Subaccount (1) Portfolio (2) Portfolio (2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 23,557 $125,500 $ - $ - $ -
17,230 40,104 376,721 178 14
- -----------------------------------------------------------------------------------------------------------
6,327 85,396 (376,721) (178) (14)
116,259 571,088 3,909,487 2,245 14
102,877 439,617 2,028,664 2,167 14
- -----------------------------------------------------------------------------------------------------------
13,382 131,471 1,880,823 78 -
40,842 266,268 7,143,916 - -
59,274 471,297 18,094,008 13,209 22
- -----------------------------------------------------------------------------------------------------------
18,432 205,029 10,950,092 13,209 22
- -----------------------------------------------------------------------------------------------------------
31,814 336,500 12,830,915 13,287 22
- -----------------------------------------------------------------------------------------------------------
$ 38,141 $421,896 $12,454,194 $13,109 $ 8
===========================================================================================================
</TABLE>
9
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Statements of Changes in Contract Owners' Equity
Years ended December 31, 1999 and 1998, except as noted
<TABLE>
<CAPTION>
Endeavor Money Market Endeavor Asset T. Rowe Price International
Subaccount Allocation Subaccount Stock Subaccount
--------------------------- ---------------------------- ----------------------------
1999 1998 1999 1998 1999 1998
--------------------------- ---------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 37,813 $ 31,229 $1,391,698 $ 411,793 $ 85,585 $ (1,178)
Net realized capital gain - - 181,706 219,224 217,328 186,963
Net change in unrealized
appreciation/depreciation of
investments - - (166,534) 111,477 2,000,162 653,025
--------------------------- ---------------------------- --------------------------
Increase (decrease) from operations 37,813 31,229 1,406,870 742,494 2,303,075 838,810
Contract transactions:
Net contract purchase payments 382,999 99,464 107,809 133,924 174,803 236,000
Transfer payments from (to)
other subaccounts or general
account 73,411 463,681 259,722 1,084,068 2,862 1,092,159
Contract terminations,
with-drawals and other deductions (178,344) - (314,063) (373,106) (310,961) (342,661)
--------------------------- ---------------------------- --------------------------
Increase (decrease) from contract
transactions 278,066 563,145 53,468 844,886 (133,296) 985,498
--------------------------- ---------------------------- --------------------------
Net increase (decrease) in
contract owners' equity 315,879 594,374 1,460,338 1,587,380 2,169,779 1,824,308
Contract owners' equity:
Beginning of the period 1,326,560 732,186 5,652,850 4,065,470 7,661,045 5,836,737
--------------------------- ---------------------------- --------------------------
End of the period $1,642,439 $1,326,560 $7,113,188 $5,652,850 $9,830,824 $7,661,045
=========================== ============================ ==========================
</TABLE>
(1) For the period January 1, 1999 through April 30, 1999 and the year ended
December 31, 1988, activity reflected in this subaccount is related to
investments in the Growth Portfolio of the WRL Series Fund, Inc. As of the
close of business on April 30, 1999, the investments in the Growth Portfolio
of the WRL Series Fund, Inc. were replaced by investments in the Endeavor
Janus Growth Portfolio of the Endeavor Series Trust. The investment results
and contract transactions of the Endeavor Janus Growth Portfolio of the
Endeavor Series Trust are reflected in this subaccount for the period May 1,
1999 through December 31, 1999.
(2) Commencement of operations, June 21, 1999.
See accompanying notes.
10
<PAGE>
<TABLE>
<CAPTION>
Endeavor Value Dreyfus Small Cap Dreyfus U. S. Government
Equity Subaccount Value Subaccount Securities Subaccount
------------------------------- ------------------------------ ------------------------------
1999 1998 1999 1998 1999 1998
------------------------------- ------------------------------ -----------------------------
<S> <C> <C> <C> <C> <C>
$ 310,985 $ 102,850 $ 497,744 $ 576,504 $ 98,839 $ 30,921
345,861 327,682 102,684 48,069 12,324 6,651
(1,006,480) (98,837) 834,091 (829,907) (165,165) 60,628
------------------------------- ------------------------------ -----------------------------
(349,634) 331,695 1,434,519 (205,334) (54,002) 98,200
142,625 352,811 181,842 289,404 136,319 58,235
(315,172) 1,879,751 (143,596) 1,356,749 253,882 852,781
(329,291) (431,951) (302,912) (268,863) (72,805) (64,873)
-------------------- --------- ------------------------------ -----------------------------
(501,838) 1,800,611 (264,666) 1,377,290 317,396 846,143
-------------------- --------- ------------------------------ -----------------------------
(851,472) 2,132,306 1,169,853 1,171,956 263,394 944,343
8,352,951 6,220,645 5,419,855 4,247,899 2,273,510 1,329,167
------------------------------- ------------------------------ -----------------------------
$7,501,479 $ 8,352,951 $ 6,589,708 $ 5,419,855 $ 2,536,904 $ 2,273,510
================================ ============================== =============================
</TABLE>
11
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Statements of Changes in Contract Owners' Equity (continued)
<TABLE>
<CAPTION>
T. Rowe Price Equity T. Rowe Price Growth Endeavor Opportunity
Income Subaccount Stock Subaccount Value Subaccount
------------------------ --------------------------- --------------------------
1999 1998 1999 1998 1999 1998
------------------------ -------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 399,940 $ 226,051 $ 530,540 $ 156,515 $ 6,327 $ (4,780)
Net realized capital gain 323,454 269,090 267,970 299,881 13,382 122,312
Net change in unrealized
appreciation/depreciation of
investments (564,407) (13,069) 840,876 864,822 18,432 (39,530)
------------------------ -------------------------- --------------------------
Increase (decrease) from operations 158,987 482,072 1,639,386 1,321,218 38,141 78,002
Contract transactions:
Net contract purchase payments 386,844 653,419 434,749 511,952 81,846 225,557
Transfer payments from (to)
other subaccounts or general
account (203,955) 1,474,782 553,994 1,984,283 12,791 (124,265)
Contract terminations,
with-drawals and other
deductions (176,746) (402,387) (225,204) (369,688) (15,717) (36,368)
------------------------ -------------------------- --------------------------
Increase (decrease) from contract
transactions 6,143 1,725,814 763,539 2,126,547 78,920 64,924
------------------------ -------------------------- --------------------------
Net increase (decrease) in
contract owners' equity 165,130 2,207,886 2,402,925 3,447,765 117,061 142,926
Contract owners' equity:
Beginning of the period 7,949,284 5,741,398 7,381,719 3,933,954 1,149,316 1,006,390
------------------------ -------------------------- --------------------------
End of the period $ 8,114,414 $ 7,949,284 $ 9,784,644 $ 7,381,719 $ 1,266,377 $ 1,149,316
======================== =========================== ==========================
</TABLE>
(1) For the period January 1, 1999 through April 30, 1999 and the year ended
December 31, 1988, activity reflected in this subaccount is related to
investments in the Growth Portfolio of the WRL Series Fund, Inc. As of the
close of business on April 30, 1999, the investments in the Growth
Portfolio of the WRL Series Fund, Inc. were replaced by investments in the
Endeavor Janus Growth Portfolio of the Endeavor Series Trust. The
investment results and contract transactions of the Endeavor Janus Growth
Portfolio of the Endeavor Series Trust are reflected in this subaccount for
the period May 1, 1999 through December 31, 1999.
(2) Commencement of operations, June 21, 1999.
See accompanying notes.
12
<PAGE>
<TABLE>
<CAPTION>
Endeavor Endeavor
Endeavor Enhanced Endeavor Janus Select 50 High Yield
Index Subaccount Growth Subaccount (1) Subaccount (2) Subaccount (2)
- --------------------------------- ------------------------------- ------------------------------------
1999 1998 1999 1998 1999 1999
- --------------------------------- ------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
$ 85,396 $ (13,800) $ (376,721) $ (55,111) $ (178) $ (14)
131,471 82,535 1,880,823 621,541 78 -
205,029 248,529 10,950,092 6,944,045 13,209 22
- --------------------------------- ------------------------------- ------------------------------------
421,896 317,264 12,454,194 7,510,475 13,109 8
516,702 491,065 1,476,686 860,004 12,006 2,001
806,569 915,841 1,715,238 2,519,412 40,188 14
(173,518) (329,609) (1,464,119) (971,007) - -
- --------------------------------- ------------------------------- ------------------------------------
1,149,753 1,077,297 1,727,805 2,408,409 52,194 2,015
- --------------------------------- ------------------------------- ------------------------------------
1,571,649 1,394,561 14,181,999 9,918,884 65,303 2,023
1,908,685 514,124 20,890,035 10,971,151 - -
- --------------------------------- ------------------------------- ------------------------------------
$ 3,480,334 $ 1,908,685 $ 35,072,034 $ 20,890,035 $ 65,303 $ 2,023
================================= =============================== =====================================
</TABLE>
13
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Notes to Financial Statements
December 31, 1999
1. Organization and Summary of Significant Accounting Policies
Organization
The AUSA Endeavor Variable Annuity Account (the "Mutual Fund Account") is a
segregated investment account of AUSA Life Insurance Company, Inc. ("AUSA"), an
indirect wholly-owned subsidiary of AEGON N.V., a holding company organized
under the laws of The Netherlands.
The Mutual Fund Account is registered with the Securities and Exchange
Commission as a Unit Investment Trust pursuant to provisions of the Investment
Company Act of 1940. The Mutual Fund Account consists of thirteen investment
subaccounts, all of which are invested in specified portfolios of the Endeavor
Series Trust (the "Series Fund"). Activity in these thirteen investment
subaccounts is available to contract owners of The Endeavor Variable Annuity.
Prior to April 30, 1999, the Growth Portfolio of the WRL Series Fund, Inc. was
available to contract owners of the AUSA Endeavor Variable Annuity as an
investment option. As of the close of business on April 30, 1999, all shares of
the Growth Portfolio of the WRL Series Fund, Inc. were exchanged for shares of
the Endeavor Janus Growth Portfolio of the Endeavor Series Trust. This exchange
had no impact at the date of transfer on investments in mutual funds or total
contract owner's equity.
Investments
Net purchase payments received by the Mutual Fund Account for The Endeavor
Variable Annuity are invested in the portfolios of the Series Fund, as selected
by the contract owner. Investments are stated at the closing net asset values
per share on December 31, 1999.
Realized capital gains and losses from the sale of shares in the Series Fund are
determined on the first-in, first-out basis. Investment transactions are
accounted for on the trade date (date the order to buy or sell is executed) and
dividend income is recorded on the ex-dividend date. Unrealized gains or losses
from the investments in the Series Fund are credited or charged to contract
owners' equity.
Dividend Income
Dividends received from the Series Fund investments are reinvested to purchase
additional mutual fund shares.
14
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
2. Investments
A summary of the mutual fund investments at December 31, 1999 follows:
<TABLE>
<CAPTION>
Net Asset
Number of Value Per Market
Shares Held Share Value Cost
------------------------------------------------------------------
Endeavor Series Trust:
<S> <C> <C> <C> <C>
Endeavor Money Market Portfolio 1,642,436.730 $ 1.00 $ 1,642,437 $ 1,642,437
Endeavor Asset Allocation Portfolio 310,755.960 22.89 7,113,204 6,457,710
T. Rowe Price International Stock
Portfolio 470,831.715 20.88 9,830,966 7,017,999
Endeavor Value Equity Portfolio 375,266.041 19.99 7,501,568 7,549,495
Dreyfus Small Cap Value Portfolio 399,143.072 16.51 6,589,852 6,081,131
Dreyfus U. S. Government Securities
Portfolio 220,026.353 11.53 2,536,904 2,576,009
T. Rowe Price Equity Income Portfolio 416,126.277 19.50 8,114,462 7,646,505
T. Rowe Price Growth Stock Portfolio 340,456.665 28.74 9,784,725 7,316,079
Endeavor Opportunity Value Portfolio 100,826.976 12.56 1,266,387 1,207,113
Endeavor Enhanced Index Portfolio 191,649.050 18.16 3,480,347 3,009,050
Endeavor Janus Growth Portfolio 367,745.696 95.37 35,071,907 16,977,899
Endeavor Select 50 Portfolio 4,143.679 15.76 65,304 52,095
Endeavor High Yield Portfolio 200.467 10.09 2,023 2,001
</TABLE>
The aggregate cost of purchases and proceeds from sales of investments were as
follows:
<TABLE>
<CAPTION>
Period ended December 31
1999 1998
----------------------------- ----------------------------
Purchases Sales Purchases Sales
----------------------------- ----------------------------
Endeavor Series Trust:
<S> <C> <C> <C> <C>
Endeavor Money Market Portfolio $ 1,407,437 $ 1,091,568 $ 1,067,902 $ 473,509
Endeavor Asset Allocation Portfolio 2,202,894 757,774 1,845,113 588,460
T. Rowe Price International Stock Portfolio 909,026 956,671 1,894,226 909,942
Endeavor Value Equity Portfolio 1,084,624 1,275,625 2,901,255 997,731
Dreyfus Small Cap Value Portfolio 1,010,524 777,604 2,504,908 550,950
Dreyfus U. S. Government Securities Portfolio 629,485 213,260 1,002,274 125,201
T. Rowe Price Equity Income Portfolio 1,429,373 1,023,316 2,782,124 830,323
T. Rowe Price Growth Stock Portfolio 1,894,138 600,104 3,090,633 807,578
Endeavor Opportunity Value Portfolio 201,497 116,259 643,438 583,296
Endeavor Enhanced Index Portfolio 1,806,233 571,088 1,526,385 462,884
Endeavor Janus Growth Portfolio 5,260,257 3,909,487 4,282,983 1,929,892
Endeavor Select 50 Portfolio 54,262 2,245 - -
Endeavor High Yield Portfolio 2,015 14 - -
</TABLE>
15
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity
A summary of deferred annuity contracts terminable by owners at December 31,
1999 follows:
<TABLE>
<CAPTION>
Return of Premium Death Benefit
-------------------------------------------------------------
Total
Accumulation Accumulation Contract
Subaccount Units Owned Unit Value Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Endeavor Money Market 1,064,268.075 $ 1.280646 $ 1,362,951
Endeavor Asset Allocation 2,173,009.491 3.160924 6,868,718
T. Rowe Price International Stock 4,799,569.572 2.001071 9,604,279
Endeavor Value Equity 3,372,816.213 2.115695 7,135,850
Dreyfus Small Cap Value 2,799,571.395 2.278888 6,379,910
Dreyfus U.S. Government Securities 1,896,613.591 1.255919 2,381,993
T. Rowe Price Equity Income 3,519,301.115 2.107761 7,417,846
T. Rowe Price Growth Stock 2,752,366.635 3.124914 8,600,909
Endeavor Opportunity Value 931,919.689 1.240246 1,155,810
Endeavor Enhanced Index 1,383,754.938 1.838549 2,544,101
Endeavor Janus Growth 644,989.894 50.054351 32,284,551
Endeavor Select 50 33,757.092 1.534754 51,809
Endeavor High Yield 1,008.622 1.003083 1,012
</TABLE>
<TABLE>
<CAPTION>
Annual Step-Up Death Benefit
-------------------------------------------------------------
Total
Accumulation Accumulation Contract
Subaccount Units Owned Unit Value Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Endeavor Money Market 219,081.992 $ 1.275724 $ 279,488
Endeavor Asset Allocation 77,640.163 3.148754 244,470
T. Rowe Price International Stock 113,650.831 1.993345 226,545
Endeavor Value Equity 173,486.830 2.107532 365,629
Dreyfus Small Cap Value 92,417.541 2.270110 209,798
Dreyfus U.S. Government Securities 123,620.377 1.253119 154,911
T. Rowe Price Equity Income 331,752.822 2.099660 696,568
T. Rowe Price Growth Stock 380,267.267 3.112902 1,183,735
Endeavor Opportunity Value 89,492.709 1.235481 110,567
Endeavor Enhanced Index 511,192.617 1.831468 936,233
Endeavor Janus Growth 55,903.910 49.862043 2,787,483
Endeavor Select 50 8,817.278 1.530432 13,494
Endeavor High Yield 1,010.192 1.000739 1,011
</TABLE>
16
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity (continued)
A summary of changes in contract owners' account units follows:
<TABLE>
<CAPTION>
Endeavor Endeavor T. Rowe Price
Money Asset International Endeavor
Market Allocation Stock Value Equity
Subaccount Subaccount Subaccount Subaccount
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Units outstanding at January 1, 1998 611,982 1,871,808 4,334,554 2,981,907
Units purchased 81,621 57,867 163,951 158,049
Units redeemed and transferred 376,710 299,540 498,895 634,912
--------------------------------------------------------------
Units outstanding at December 31, 1998 1,070,313 2,229,215 4,997,400 3,774,868
Units purchased 302,711 39,106 107,582 63,646
Units redeemed and transferred (89,674) (17,671) (191,762) (292,211)
--------------------------------------------------------------
Units outstanding at December 31, 1999 1,283,350 2,250,650 4,913,220 3,546,303
==============================================================
</TABLE>
<TABLE>
<CAPTION>
T. Rowe
Dreyfus Dreyfus U. S. T. Rowe Price Price
Small Cap Government Equity Growth
Value Securities Income Stock
Subaccount Subaccount Subaccount Subaccount
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Units outstanding at January 1, 1998 2,294,637 1,093,935 2,982,511 1,925,118
Units purchased 156,808 46,241 330,034 231,910
Units redeemed and transferred 583,593 626,800 536,173 690,117
-------------------------------------------------------------
Units outstanding at December 31, 1998 3,035,038 1,766,976 3,848,718 2,847,145
Units purchased 91,092 107,577 181,988 165,336
Units redeemed and transferred (234,141) 145,681 (179,652) 120,153
-------------------------------------------------------------
Units outstanding at December 31, 1999 2,891,989 2,020,234 3,851,054 3,132,634
=============================================================
</TABLE>
<TABLE>
<CAPTION>
Endeavor Endeavor Endeavor
Opportunity Enhanced Janus Endeavor Endeavor
Value Index Growth Select 50 High Yield
Subaccount Subaccount Subaccount Subaccount Subaccount
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Units outstanding at January 1, 1998 869,832 422,227 557,898 - -
Units purchased 195,802 362,815 35,902 - -
Units redeemed and transferred (107,783) 425,172 61,137 - -
------------------------------------------------------------------------
Units outstanding at December 31, 1998 957,851 1,210,214 654,937 - -
Units purchased 65,228 315,232 39,972 9,515 2,021
Units redeemed and transferred (1,667) 369,502 5,985 33,059 (2)
------------------------------------------------------------------------
Units outstanding at December 31, 1999 1,021,412 1,894,948 700,894 42,574 2,019
========================================================================
</TABLE>
17
<PAGE>
AUSA Endeavor Variable Annuity Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
4. Administrative, Mortality and Expense Risk Charges
Administrative charges include an annual charge of the lesser of 2% of the
policy value or $35 per contract which will commence on the first policy
anniversary of each contract owner's account. For policies issued on or after
May 1, 1995, this charge is waived if the sum of the premium payments made less
the sum of all partial withdrawals equals or exceeds $50,000 on the policy
anniversary. Charges for administrative fees to the variable annuity contracts
are an expense of the Mutual Fund Account. AUSA also deducts a daily charge
equal to an annual rate of .15% of the contract owner's account for
administrative expenses.
AUSA deducts a daily charge for assuming certain mortality and expense risks.
For policies sold prior to December 1, 1998, this charge is equal to an
effective annual rate of 1.25% of the value of the contract owner's individual
account. For policies sold on or after December 1, 1998, this fee depends on the
death benefit option selected and the number of policy years that have elapsed
since the date of issue. For the Annual Step-Up Death Benefit, the fee is 1.40%
in the first seven policy years and 1.25% thereafter. For the Return of Premium
Death Benefit, the fee is 1.25% in the first seven years and 1.10% thereafter.
5. Taxes
Operations of the Mutual Fund Account form a part of AUSA, which is taxed as a
life insurance company under Subchapter L of the Internal Revenue Code of 1986,
as amended (the "Code"). The operations of the Mutual Fund Account are accounted
for separately from other operations of AUSA for purposes of federal income
taxation. The Mutual Fund Account is not separately taxable as a regulated
investment company under Subchapter M of the Code and is not otherwise taxable
as an entity separate from AUSA. Under existing federal income tax laws, the
income of the Mutual Fund Account, to the extent applied to increase reserves
under the variable annuity contracts, is not taxable to AUSA.
18
<PAGE>
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
All required financial statements are included in Part B
of this Registration Statement.
(b) Exhibits:
(1) (a) Resolution of the Board of Directors of
AUSA Life Insurance Company, Inc. authorizing
establishment of the Mutual Fund Account.
Note 2.
(2) Not Applicable.
(3) (a) Principal Underwriting Agreement by and between
AUSA Life Insurance Company, Inc. on its own
behalf and on the behalf of the Mutual Fund
Account, and AEGON USA Securities, Inc.
Note 1.
(3) (a) (1) Principal Underwriting Agreement by and between
AUSA Life Insurance Company, Inc. on its own
behalf and on the behalf of the Mutual Fund
Account, and AFSG Securities Corporation.
Note 7.
(b) Form of Broker/Dealer Supervision and Sales
Agreement by and between AFSG Securities
Corporation and the Broker/Dealer. Note 7.
(4) (a) Form of Policy for the Endeavor Variable
Annuity. Note 2.
(b) Form of Policy Endorsement. (Dollar Cost Averaging)
Note 4.
(c) Form of Policy Endorsement. (Annuity Commencement
Date, Service Charge) Note 4.
(d) Form of Policy for the Endeavor Variable Annuity.
Note 5.
(5) (a) Form of Application for the Endeavor Variable
Annuity. Note 2.
(b) Form of Application for the Endeavor Variable
Annuity. Note 4.
(c) Form of Application for the Endeavor Variable
Annuity. Note 5.
(6) (a) Articles of Incorporation of AUSA
Life Insurance Company, Inc. Note 1.
(b) ByLaws of AUSA Life
Insurance Company, Inc. Note 1.
(7) Not Applicable.
(8) (a) Participation Agreement by and between
AUSA Life Insurance Company, Inc.
and Endeavor Series Trust and Addendum thereto
Note 2.
(b) Participation Agreement with WRL Series Fund,
Inc. and Addendum thereto. Note 2.
(1) Amendment No. 12 to Participation Agreement
among WRL Series Fund, Inc., PFL Life Insurance
Company, AUSA Life Insurance Company, Inc., and
Peoples Benefit Life Insurance Company. Note
11.
(c) Amendment to Participation Agreement by and between
AUSA Life Insurance Company, Inc., and Endeavor
Series Trust. Note 4.
(d) Amendment to Participation Agreement by and between
AUSA Life Insurance Company, Inc., and Endeavor
Series Trust. Note 5.
(e) Participation Agreement by and between PFL Life
Insurance Company and Transamerica Varible
Insurance Fund, Inc. Note 11.
(f) Participation Agreement by and between variable
Insuarnce Product Funds and Variable Insurance
Products Fund II, Fidelity Distributors
Corporation, and PFL Life Insurance Company, and
Addendums thereto. Note 9.
(1) Amended Schedule A to Participation Agreement
by and between Variable Insurance Product Funds
and Variable Insurance Products Fund II,
Fidelity Distributors Corporation, and PFL Life
Insurance Company. Note 11.
(g) Participation Agreement between Variable Insurance
Products Fund III, Fidelity Distributors
Corporation, and PFL Life Insurance Company. Note
10.
(1) Amended Schedule A to Participation Agreement
between Variable Insurance Products Fund III,
Fidelity Distributors Corporation, and PFL Life
Insurance Company. Note 11.
(9) (a) Opinion and Consent of Counsel. Note 2.
1
<PAGE>
(b) Consent of Counsel. Note 2.
(10) (a) Consent of Independent Auditors. Note 11.
(b) Opinion and Consent of Actuary Note 7.
(11) Not Applicable.
(12) Not Applicable.
(13) Performance Data Calculations. Note 8.
(14) Powers of Attorney. Note 2. (C.H. Verhagen, L.G. Brown,
W.L. Busler, J.R. Dykhouse, S.E. Frushtick, C.T. Hanson,
B.L. Jenkins, V.F. Mihaic, P.P. Post, T.A. Schlossberg,
E.K. Warren, R.J. Kontz) Note 3. (William Brown, Jr.,
Colette Vargas), (Brenda K. Clancy) Note 4.
Note 1. Filed with the initial filing of this Form N-4 Registration
Statement (File No. 33-83560) on September 1, 1994.
Note 2. Filed with Pre-Effective Amendment No. 1 to Form N-4
Registration Statement (File No. 33-83560) on December 21,
1994.
Note 3. Filed with Post-Effective Amendment No.3 to Form N-4
Registration Statement (File No. 33-83560) on April 24,
1996.
Note 4. Filed with Post-Effective Amendment No. 4 to Form N-4
Registration Statement (File No. 33-83560) on April 30,
1997.
Note 5. Filed with Post-Effective Amendment No. 5
to Form N-4 Registration Statement (File No. 33-83560)
on September 26, 1997.
Note 6. Filed with Post-Effective Amendment No. 6 to Form N-4
Registration Statement (File No. 33-83560) on
November 24, 1997.
Note 7. Filed with Post-Effective Amendment No. 7 to Form N-4
Registration Statement (File No. 33-83560) on
April 29, 1998.
Note 8. Filed with Post-Effective Amendment No. 9 to Form N-4
Registration Statement (File No. 33-83560) on April 29,
1999.
Note 9. Incorporated by reference to Pre-Effective Amendment No. 1
to Form N-4 Registration Statement (File No. 333-07509) on
December 6, 1996.
Note 10. Incorporated by reference to Post-Effective Amendment No. 1
to Form N-4 Registration Statement (File No. 333-07509) on
April 29, 1997.
Note 11. Filed herewith.
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Principal
Positions
Name and and Offices with
Business Address Depositor
- ---------------- ---------
<S> <C>
Tom A. Schlossberg Director, Chairman of the Board
4 Manhattanville Road and President
Purchase, NY 10577
William L. Busler Director and Vice President
4333 Edgewood Road NE
Cedar Rapids, IA 52499
Patrick S. Baird Vice President and Chief Operating
4333 Edgewood Road NE Officer
Cedar Rapids, IA 52499
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Craig D. Vermie Secretary
4333 Edgewood Road NE
Cedar Rapids, IA 52499
Colette Vargas Director and Chief Actuary
4 Manhattanville Road
Purchase, NY 10577
Brenda K. Clancy Treasurer
4333 Edgewood Road NE
Cedar Rapids, Iowa 52499
</TABLE>
Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant
3
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name Incorporation Securities Owned Business
- ---- ------------- ---------------- --------
<S> <C> <C> <C>
AEGON N.V. Netherlands 51.16% of Vereniging Holding company
AEGON Netherlands
Membership Association
Groninger Financieringen B.V. Netherlands 100% AEGON N.V. Holding company
AEGON Netherland N.V. Netherlands 100% AEGON N.V. Holding company
AEGON Nevak Holding B.V. Netherlands 100% AEGON N.V. Holding company
AEGON International N.V. Netherlands 100% AEGON N.V. Holding company
Voting Trust Trustees: Delaware Voting Trust
K.J. Storm
Donald J. Shepard H.B.
Van Wijk Dennis Hersch
AEGON U.S. Holding Corporation Delaware 100% Voting Trust Holding company
Short Hills Management Company New Jersey 100% AEGON U.S. Holding company
Holding Corporation
CORPA Reinsurance Company New York 100% AEGON U.S. Holding company
Holding Corporation
AEGON Management Company Indiana 100% AEGON U.S. Holding company
Holding Corporation
RCC North America Inc. Delaware 100% AEGON U.S. Holding company
Holding Corporation
AEGON USA, Inc. Iowa 100% AEGON U.S. Holding company
Holding Corporation
Transamerica Holding Company Delaware 100% AEGON USA, Inc. Holding Company
AEGON Funding Corp. Delaware 100% Transamerica Issue debt securities-net
Holding Company proceeds used to make
loans to affiliates
First AUSA Life Insurance Maryland 100% AEGON USA, Inc. Insurance holding company
Company
AUSA Life Insurance New York 82.33% First AUSA Life Insurance
Company, Inc. Insurance Company
17.67% Veterans Life
Insurance Company
Life Investors Insurance Iowa 100% First AUSA Life Ins. Co. Insurance
Company of America
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Life Investors Alliance, LLC Delaware 100% LIICA Purchase, own, and hold the
equity interest of other
entities
Great American Insurance Iowa 100% LIICA Marketing
Agency, Inc.
Bankers United Life Iowa 100% Life Investors Ins. Insurance
Assurance Company Company of America
PFL Life Insurance Company Iowa 100% First AUSA Life Ins. Co. Insurance
AEGON Financial Services Minnesota 100% PFL Life Insurance Co. Marketing
Group, Inc.
AEGON Assignment Corporation Kentucky 100% AEGON Financial Administrator of structured
of Kentucky Services Group, Inc. settlements
AEGON Assignment Corporation Illinois 100% AEGON Financial Administrator of structured
Services Group, Inc. settlements
Southwest Equity Life Ins. Co. Arizona 100% of Common Voting Stock Insurance
First AUSA Life Ins. Co.
Iowa Fidelity Life Insurance Co. Arizona 100% of Common Voting Stock Insurance
First AUSA Life Ins. Co.
Western Reserve Life Assurance Ohio 100% First AUSA Life Ins. Co. Insurance
Co. of Ohio
WRL Series Fund, Inc. Maryland Various Mutual fund
WRL Investment Services, Inc. Florida 100% Western Reserve Life Provides administration for
Assurance Co. of Ohio affiliated mutual fund
WRL Investment Florida 100% Western Reserve Life Registered investment advisor
Management, Inc. Assurance Co. of Ohio
ISI Insurance Agency, Inc. California 100% Western Reserve Life Insurance agency
And Subsidiaries Assurance Co. of Ohio
ISI Insurance Agency Alabama 100% ISI Insurance Agency, Inc. Insurance Agency
of Alabama, Inc.
ISI Insurance Agency Ohio 100% ISI Insurance Agency, Inc. Insurance agency
of Ohio, Inc.
ISI Insurance Agency Massachusetts 100% ISI Insurance Agency Inc. Insurance Agency
of Massachusetts, Inc.
ISI Insurance Agency Texas 100% ISI Insurance Agency, Inc. Insurance agency
of Texas, Inc.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
ISI Insurance Agency Hawaii 100% ISI Insurance Insurance agency
of Hawaii, Inc. Agency, Inc.
ISI Insurance Agency New Mexico 100% ISI Insurance Insurance agency
New Mexico, Inc. Agency, Inc.
AEGON Equity Group, Inc. Florida 100% Western Reserve Life Insurance Agency
Assurance Co. of Ohio
Monumental General Casualty Co. Maryland 100% First AUSA Life Ins. Co. Insurance
United Financial Services, Inc. Maryland 100% First AUSA Life Ins. Co. General agency
Bankers Financial Life Ins. Co. Arizona 100% First AUSA Life Ins. Co. Insurance
The Whitestone Corporation Maryland 100% First AUSA Life Ins. Co. Insurance agency
Cadet Holding Corp. Iowa 100% First AUSA Life Holding company
Insurance Company
Monumental General Life Puerto Rico 51% First AUSA Life Insurance
Insurance Company of Insurance Company
Puerto Rico 49% Baldrich & Associates
of Puerto Rico
AUSA Holding Company Maryland 100% AEGON USA, Inc. Holding company
Monumental General Insurance Maryland 100% AUSA Holding Co. Holding company
Group, Inc.
Trip Mate Insurance Agency, Inc. Kansas 100% Monumental General Sale/admin. of travel
Insurance Group, Inc. insurance
Monumental General Maryland 100% Monumental General Provides management srvcs.
Administrators, Inc. Insurance Group, Inc. to unaffiliated third party
administrator
Executive Management and Maryland 100% Monumental General Provides actuarial consulting
Consultant Services, Inc. Administrators, Inc. services
Monumental General Mass Maryland 100% Monumental General Marketing arm for sale of
Marketing, Inc. Insurance Group, Inc. mass marketed insurance
coverages
AUSA Financial Markets, Inc. Iowa 100% AUSA Holding Co. Marketing
Transamerica Capital, Inc. California 100% AUSA Holding Co. Broker/Dealer
Endeavor Management Company California 100% AUSA Holding Co. Investment Management
Universal Benefits Corporation Iowa 100% AUSA Holding Co. Third party administrator
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Investors Warranty of Iowa 100% AUSA Holding Co. Provider of automobile
America, Inc. extended maintenance
contracts
Massachusetts Fidelity Trust Co. Iowa 100% AUSA Holding Co. Trust company
Money Services, Inc. Delaware 100% AUSA Holding Co. Provides financial counseling
for employees and agents of
affiliated companies
ADB Corporation Delaware 100% Money Services, Inc. Special purpose limited
Liability company
ORBA Insurance Services, Inc. California 10.56% Money Services, Inc. Insurance agency
Zahorik Company, Inc. California 100% AUSA Holding Co. Broker-Dealer
ZCI, Inc. Alabama 100% Zahorik Company, Inc. Insurance agency
Zahorik Texas, Inc. Texas 100% Zahorik Company, Inc. Insurance agency
Long, Miller & Associates, L.L.C. California 33-1/3% AUSA Holding Co. Insurance agency
AEGON Asset Management Delaware 100% AUSA Holding Co. Registered investment advisor
Services, Inc.
InterSecurities, Inc. Delaware 100% AUSA Holding Co. Broker-Dealer
Associated Mariner Financial Michigan 100% InterSecurities, Inc. Holding co./management
Group, Inc. services
Associated Mariner Ins. Agency Massachusetts 100% Associated Mariner Insurance agency
of Massachusetts, Inc. Agency, Inc.
Associated Mariner Agency Ohio 100% Associated Mariner Insurance agency
Ohio, Inc. Agency, Inc.
Associated Mariner Agency Texas 100% Associated Mariner Insurance agency
Texas, Inc. Agency, Inc.
Idex Investor Services, Inc. Florida 100% AUSA Holding Co. Shareholder services
Idex Management, Inc. Delaware 100% AUSA Holding Co. Investment advisor
IDEX Mutual Funds Massachusetts Various Mutual fund
Diversified Investment Delaware 100% AUSA Holding Co. Registered investment advisor
Advisors, Inc.
Diversified Investors Securities Delaware 100% Diversified Investment Broker-Dealer
Corp. Advisors, Inc.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
George Beram & Company, Inc. Massachusetts 100% Diversified Investment Employee benefit and
Advisors, Inc. actuarial consulting
AEGON USA Securities, Inc. Iowa 100% AUSA Holding Co. Broker-Dealer (De-registered)
Creditor Resources, Inc. Michigan 100% AUSA Holding Co. Credit insurance
CRC Creditor Resources Canada 100% Creditor Resources, Inc. Insurance agency
Canadian Dealer Network Inc.
Weiner Agency, Inc. Maryland 100% Creditor Resources, Inc. Insurance agency
AEGON USA Investment Iowa 100% AUSA Holding Co. Investment advisor
Management, Inc.
AEGON USA Realty Iowa 100% AUSA Holding Co. Provides real estate
Advisors, Inc. administrative and real
estate investment services
AEGON USA Real Estate Delaware 100% AEGON USA Realty Real estate and mortgage
Services, Inc. Advisors, Inc. holding company
QSC Holding, Inc. Delaware 100% AEGON USA Realty Real estate and financial
Advisors, Inc. software production and sales
LRA, Inc. Iowa 100% AEGON USA Realty Real estate counseling
Advisors, Inc.
Landauer Associates, Inc. Delaware 100% AEGON USA Realty Real estate counseling
Advisors, Inc.
Landauer Realty Associates, Inc. Texas 100% Landauer Associates, Inc. Real estate counseling
Realty Information Systems, Inc. Iowa 100% AEGON USA Realty Information Systems for
Advisors, Inc. real estate investment
management
USP Real Estate Investment Trust Iowa 12.89% First AUSA Life Ins. Co. Real estate investment trust
13.11% PFL Life Ins. Co.
4.86% Bankers United Life
Assurance Co.
RCC Properties Limited Iowa AEGON USA Realty Advisors, Limited Partnership
Partnership Inc. is General Partner and 5%
owner.
Commonwealth General Delaware 100% AEGON USA, Inc. Holding company
Corporation ("CGC")
AFSG Securities Corporation Pennsylvania 100% CGC Broker-Dealer
Benefit Plans, Inc. Delaware 100% CGC TPA for Peoples Security Life
Insurance Company
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Durco Agency, Inc. Virginia 100% Benefit Plans, Inc. General agent
Capital 200 Block Corporation Delaware 100% CGC Real estate holdings
Capital Real Estate Delaware 100% CGC Furniture and equipment
Development Corporation lessor
Commonwealth General. Kentucky 100% CGC Administrator of structured
Assignment Corporation settlements
Diversified Financial Products Inc. Delaware 100% CGC Provider of investment,
marketing and admin. services
to ins. cos.
Monumental Agency Group, Inc. Kentucky 100% CGC Provider of srvcs. to ins. cos.
PB Investment Advisors, Inc. Delaware 100% CGC Registered investment advisor
(de-registered)
Southlife, Inc. Tennessee 100% CGC Investment subsidiary
Commonwealth General LLC Turks & 100% CGC Special-purpose subsidiary
Caicos Islands
Ampac Insurance Agency, Inc. Pennsylvania 100% CGC Provider of management
(EIN 23-1720755) support services
Compass Rose Development Pennsylvania 100% Ampac Insurance Special-purpose subsidiary
Corporation Agency, Inc.
Financial Planning Services, Inc. Dist. Columbia 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.
Frazer Association Illinois 100% Ampac Insurance TPA license-holder
Consultants, Inc. Agency, Inc.
National Home Life Corporation Pennsylvania 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.
Valley Forge Associates, Inc. Pennsylvania 100% Ampac Insurance Furniture & equipment lessor
Agency, Inc.
Veterans Benefits Plans, Inc. Pennsylvania 100% Ampac Insurance Administrator of group
Agency, Inc. insurance programs
Veterans Insurance Services, Inc. Delaware 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Academy Insurance Group, Inc. Delaware 100% CGC Holding company
Academy Life Insurance Co. Missouri 100% Academy Insurance Insurance company
Group, Inc.
Pension Life Insurance New Jersey 100% Academy Life Insurance company
Company of America Insurance Company
FED Financial, Inc. Delaware 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Ammest Development Corp. Inc. Kansas 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Ammest Insurance Agency, Inc. California 100% Academy Insurance General agent
Group, Inc.
Ammest Massachusetts Massachusetts 100% Academy Insurance Special-purpose subsidiary
Insurance Agency, Inc. Group, Inc.
Ammest Realty, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Ampac, Inc. Texas 100% Academy Insurance Managing general agent
Group, Inc.
Ampac Insurance Agency, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
(EIN 23-2364438) Group, Inc.
Force Financial Group, Inc. Delaware 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Force Financial Services, Inc. Massachusetts 100% Force Fin. Group, Inc. Special-purpose subsidiary
Military Associates, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
NCOAA Management Company Texas 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
NCOA Motor Club, Inc. Georgia 100% Academy Insurance Automobile club
Group, Inc.
Unicom Administrative Pennsylvania 100% Academy Insurance Provider of admin. services
Services, Inc. Group, Inc.
Unicom Administrative Germany 100% Unicom Administrative Provider of admin. services
Services, GmbH Services, Inc.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Capital General Development Delaware 100% CGC Holding company
Corporation
Monumental Life Maryland 73.23% Capital General Insurance company
Insurance Company Development Company
26.77% First AUSA Life
Insurance Company
AEGON Special Markets Maryland 100% Monumental Life Marketing company
Group, Inc. Insurance Company
Peoples Benefit Life Missouri 3.7% CGC Insurance company
Insurance Company 20.0% Capital Liberty, L.P.
76.3% Monumental Life
Insurance Company
Veterans Life Insurance Co. Illinois 100% Peoples Benefit Insurance company
Life Insurance Company
Peoples Benefit Services, Inc. Pennsylvania 100% Veterans Life Ins. Co. Special-purpose subsidiary
Coverna Direct Insurance Maryland 100% Peoples Benefit Insurance agency
Insurance Services, Inc. Life Insurance Company
Ammest Realty Corporation Texas 100% Monumental Life Special purpose subsidiary
Insurance Company
JMH Operating Company, Inc. Mississippi 100% Monumental Life Real estate holdings
Insurance Company
Capital Liberty, L.P. Delaware 99.0% Monumental Life Holding Company
Insurance Company
1.0% CGC
Transamerica Corporation Delaware 100% AEGON NV Major interest in insurance
and finance
Transamerica Pacific Insurance Hawaii 100% Transamerica Corp. Life insurance
Company, Ltd.
TREIC Enterprises, Inc. Delaware 100% Transamerica Corp. Investments
ARC Reinsurance Corporation Hawaii 100% Transamerica Corp. Property & Casualty Ins.
Transamerica Management, Inc. Delaware 100% ARC Reinsurance Corp. Asset management
Inter-America Corporation California 100% Transamerica Corp. Insurance Broker
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Pyramid Insurance Company, Ltd. Hawaii 100% Transamerica Corp. Property & Casualty Ins.
Pacific Cable Ltd. Bmda. 100% Pyramid Ins. Co., Ltd. Sold 25% of TC Cable, Inc.
stock in 1998
Transamerica Business Tech Corp. Delaware 100% Transamerica Corp. Telecommunications and
data processing
Transamerica CBO I, Inc. Delaware 100% Transamerica Corp. Owns and manages a pool of
high-yield bonds
Transamerica Corporation (Oregon) Oregon 100% Transamerica Corp. Name holding only-Inactive
Transamerica Finance Corp. Delaware 100% Transamerica Corp. Commercial & Consumer
Lending & equip. leasing
TA Leasing Holding Co., Inc. Delaware 100% Transamerica Fin. Corp. Holding company
Trans Ocean Ltd. Delaware 100% TA Leasing Hldg Co. Inc. Holding company
Trans Ocean Container Corp. Delaware 100% Trans Ocean Ltd. Intermodal Leasing
("TOCC")
SpaceWise Inc. Delaware 100% TOCC Intermodal leasing
Trans Ocean Container
Finance Corp. Delaware 100% TOCC Intermodal leasing
Trans Ocean Leasing
Deutschland GmbH Germany 100% TOCC Intermodal leasing
Trans Ocean Leasing PTY Ltd. Austria 100% TOCC Intermodal leasing
Trans Ocean Management S.A. Switzerland 100% TOCC Intermodal leasing
Trans Ocean Regional
Corporate Holdings California 100% TOCC Holding company
Trans Ocean Tank Services Corp. Delaware 100% TOCC Intermodal leasing
Transamerica Leasing Inc. Delaware 100% TA Leasing Holding Co. Leases & Services intermodal
equipment
Transamerica Leasing Holdings Delaware 100% Transamerica Leasing Inc. Holding Company
Inc. ("TLHI")
Greybox Logistics Services Inc. Delaware 100% TLHI Intermodal Leasing
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Greybox L.L.C. Delaware 100% TLHI Intermodal freight container
interchange facilitation
service
Transamerica Trailer France 100% Greybox L.L.C. Leasing
Leasing S.N.C.
Greybox Services Limited U.K. 100% TLHI Intermodal Leasing
Intermodal Equipment, Inc. Delaware 100% TLHI Intermodal leasing
Transamerica Leasing N.V. Belg. 100% Intermodal Equipment Inc. Leasing
Transamerica Leasing SRL Italy 100% Intermodal Equipment Inc. Leasing
Transamerica Distribution Delaware 100% TLHI Provided door-to-door
Services, Inc. services for the domestic
transportation of temperature-
sensitive products
Transamerica Leasing Belg. 100% TLHI Leasing
Coordination Center
Transamerica Leasing do Braz. 100% TLHI Container Leasing
Brasil Ltda.
Transamerica Leasing GmbH Germany 100% TLHI Leasing
Transamerica Leasing Limited U.K. 100% TLHI Leasing
ICS Terminals (UK) Limited U.K. 100% Transamerica. Leasing
Leasing Limited
Transamerica Leasing Pty. Ltd. Australia 100% TLHI Leasing
Transamerica Leasing (Canada) Inc. Canada 100% TLHI Leasing
Transamerica Leasing (HK) Ltd. H.K. 100% TLHI Leasing
Transamerica Leasing S. Africa 100% TLHI Intermodal leasing
(Proprietary) Limited
Transamerica Tank Container Australia 100% TLHI The Australian (domestic)
Leasing Pty. Limited leasing of tank containers
Transamerica Trailer Holdings I Inc. Delaware 100% TLHI Holding company
Transamerica Trailer Holdings II, Inc. Delaware 100% TLHI Holding company
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Transamerica Trailer Holdings III, Inc. Delaware 100% TLHI Holding company
Transamerica Trailer Leasing AB Swed. 100% TLHI Leasing
Transamerica Trailer Leasing AG Swetzerland 100% TLHI Leasing
Transamerica Trailer Leasing A/S Denmark 100% TLHI Leasing
Transamerica Trailer Leasing GmbH Germany 100% TLHI Leasing
Transamerica Trailer Leasing Belgium 100% TLHI Leasing
(Belgium) N.V.
Transamerica Trailer Leasing Netherlands 100% TLHI Leasing
(Netherlands) B.V.
Transamerica Trailer Spain S.A. Spain 100% TLHI Leasing
Transamerica Transport Inc. New Jersey 100% TLHI Dormant
Transamerica Commercial Delaware 100% Transamerica Fin. Corp. Holding company for
Finance Corporation, I ("TCFCI") Commercial/consumer
finance subsidiaries
Transamerica Equipment Financial Delaware 100% TCFCI
Services Corporation
BWAC Credit Corporation Delaware 100% TCFCI
BWAC International Corporation Delaware 100% TCFCI
BWAC Twelve, Inc. Delaware 100% TCFCI Holding company for
premium finance subsidiaries
TIFCO Lending Corporation Illinois 100% BWAC Twelve, Inc. General financing & other
services in the US &
elsewhere
Transamerica Insurance Finance Maryland 100% BWAC Twelve, Inc. Provides insurance premium
Corporation ("TIFC") financing in the US with the
exception of CA and HI
Transamerica Insurance Finance Maryland 100% TIFC Provides Insurance premium
Company (Europe) financing in California
Transamerica Insurance Finance California 100% TIFC Disability ins. & holding co.
Corporation, California for various insurance
subsidiaries of Transamerica
Corporation
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Transamerica Insurance Finance ON 100% TIFC Provides ins. premium
Corporation, Canada financing in Canada
Transamerica Business Credit Delaware 100% TCFCI Provides asset based lending
Corporation ("TBCC") leasing & equip. financing
Transamerica Mezzanine Delaware 100% TBCC Holds investments in several
Financing, Inc. joint ventures/partnerships
Transamerica Business Advisory Grp. Delaware 100% TBCC
Bay Capital Corporation Delaware 100% TBCC Special purpose company for
the purchase of real estate tax
liens
Coast Funding Corporation Delaware 100% TBCC Special purpose company for
the purchase of real estate tax
liens
Transamerica Small Business Delaware 100% TBCC
Capital, Inc. ("TSBC")
Emergent Business Capital Delaware 100% TSBC
Holdings, Inc.
Gulf Capital Corporation Delaware 100% TBCC Special purpose company for
the purchase of real estate tax
liens
Direct Capital Equity Investment, Inc. Delaware 100% TBCC Small business loans
TA Air East, Corp Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air I, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air II, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air III, Corp. Delaware 100% TBCC special purpose corp. which
hold an ownership interest
or leases aircraft
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
TA Air IV, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air V, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air VI, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air VII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases aircraft
TA Air VIII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases aircraft
TA Air IX, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air X, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air XI, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air XII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air XIII, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air XIV, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
TA Air XV, Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest
or leases aircraft
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
TA Marine I Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases barges or ships
TA Marine II Corp. Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases barges or ships
TBC I, Inc. Delaware 100% TBCC Special purpose corp.
TBC II, Inc. Delaware 100% TBCC Special purpose corp.
TBC III, Inc. Delaware 100% TBCC Special purpose corp.
TBC IV, Inc. Delaware 100% TBCC Special purpose corp.
TBC V, Inc. Delaware 100% TBCC Special purpose corp.
TBC VI, Inc. Delaware 100% TBCC Special purpose corp.
TBC Tax I, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien
TBC Tax II, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien
TBC Tax III, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien
TBC Tax IV, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien
TBC Tax V, Inc. Delaware 100% TBCC Special purpose co. for the
purchase or real estate tax lien
TBC Tax VI, Inc. Delaware 100% TBCC Special purpose co. for the
purchase or real estate tax lien
TBC Tax VII, Inc. Delaware 100% TBCC Special purpose co. for the
purchase or real estate tax lien
TBC Tax VIII, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien
TBC Tax IX, Inc. Delaware 100% TBCC Special purpose co. for the
purchase of real estate tax lien
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
The Plain Company Delaware 100% TBCC Special purpose corp. which
hold an ownership interest or
leases aircraft.
Transamerica Distribution Delaware 100% TCFCI Holding corp. for inventory,
Finance Corporation ("TDFC") comm. Leasing, retail finance
comm. Recovery service and
accounts
Transamerica Accounts Holding Corp. Delaware 100% TDFC
Transamerica Commercial Delaware 100% TDFC Wholesale floor plan for
Finance Corporation ("TCFC") appliances, electronics,
computers, office equip. and
marine equipment.
Transamerica Acquisition Canada 100% TCFC Holding company
Corporation, Canada
Transamerica Distribution Finance Delaware 100% TCFC
Corporation - Overseas, Inc.
("TDFCO")
TDF Mauritius Limited Mauritius 100% TDFCO Mauritius holding company
of our Indian Joint Venture
Inventory Funding Trust Delaware 100% TCFC
Inventory Funding Company, LLC Delaware 100% Inventory Funding Trust
TCF Asset Management Corporation Colorado 100% TCFC A depository for foreclosed
real and personal property
Transamerica Joint Ventures, Inc. Delaware 100% TCFC To enter into general partner-
ships for the ownership of
comm. & finance business
Transamerica Inventory Delaware 100% TDFC Holding co. for inventory
Finance Corporation ("TIFC") finance subsidiaries
Transamerica GmbH, Inc. Delaware 100% TIFC Commercial lending in
Germany
Transamerica Fincieringsmaatschappij Netherlands 100% Trans. GmbH, Inc. Commercial lending in
B.V. Europe
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
BWAC Seventeen, Inc. Delaware 100% TIFC Holding co. for principal
Canadian operation, Trans-
America Comm. Finance
Corp, Canada
Transamerica Commercial ON 100% BWAC Seventeen, Inc. Shell corp.- Dormant
Finance Canada, Limited
Transamerica Commercial Canada 100% BWAC Seventeen, Inc. Commercial finance
Finance Corporation, Canada
BWAC Twenty-One, Inc. Delaware 100% TIFC Holding co. for United
Kingdom operation, Trans-
America Comm. Finance
Limited
Transamerica Commercial U.K. 100% BWAC Twenty-One Inc. Commercial lending in the
Finance Limited ("TCFL") United Kingdom.
Whirlpool Financial Corporation 100% TCFL Inactive commercial finance
Polska Spzoo Company in Poland
Transamerica Commercial U.K. 100% BWAC Twenty-One Inc. Holding Company
Holdings Limited
Transamerica Commercial Finance U.K. 100% Trans. Commercial
Limited Holdings Limited
Transamerica Commercial Finance France 100% BWAC Twenty-One Inc. Carries out factoring trans-
France S.A. actions in France & abroad
Transamerica GmbH Inc. Delaware 100% BWAC Twenty-One Inc. Holding co. for Transamerica
Financieringsmaatschappij
B.V.
Transamerica Retail Financial Delaware 100% TIFC Provides retail financing
Services Corporation ("TRFSC")
Transamerica Bank, NA Delaware 100% TRFSC Bank (Credit Cards)
Transamerica Consumer Finance Delaware 100% TRFSC Consumer finance holding
Holding Company ("TCFHC") company
Transamerica Mortgage Company Delaware 100% TCFHC Consumer mortgages
Transamerica Consumer Mortgage Delaware 100% TCFHC Securitization company
Receivables Company
Metropolitan Mortgage Company Florida 100% TCFHC Consumer mortgages
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Easy Yes Mortgage, Inc. Florida 100% Metropolitan Mtg. Co. No active business/Name
holding only
Easy Yes Mortgage, Inc. Georgia 100% Metropolitan Mtg. Co. No active business/Name
holding only
First Florida Appraisal Services, Inc. Georgia 100% Metropolitan Mtg. Co. Appraisal and inspection
services
First Georgia Appraisal Services, Inc. Georgia 100% First FL App. Srvc, Inc. Appraisal services
Freedom Tax Services, Inc. Florida 100% Metropolitan Mtg. Co. Property tax information
services
J.J. & W. Advertising, Inc. Florida 100% Metropolitan Mtg. Co. Advertising and marketing
services
J.J. & W. Realty Corporation Florida 100% Metropolitan Mtg. Co. To hold problem REO
properties
Liberty Mortgage Company of Florida 100% Metropolitan Mtg. Co. No active business/Name
Ft. Myers, Inc. holding only
Metropolis Mortgage Company Florida 100% Metropolitan Mtg. Co. No active business/Name
holding only
Perfect Mortgage Company Florida 100% Metropolitan Mtg. Co. No active business/Name
holding only
Transamerica Vendor Financial Srvc. Delaware 100% TDFC Provides commercial lease
Transamerica Distribution Finance 100% TCFCI
Corporation de Mexico ("TDFCM")
TDF de Mexico Mexico 100% TDFCM
Transamerica Corporate Services 100% TDFCM
De Mexico
Transamerica Home Loan California 100% TFC Consumer mortgages
Transamerica Lending Company Delaware 100% TFC Consumer lending
Transamerica Financial Products, Inc. California 100% Transamerica Corp. Service investments
Transamerica Insurance Corporation California 100% Transamerica Corp. Provides insurance premium
of California ("TICC") financing in California
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Arbor Life Insurance Company Arizona 100% TICC Life insurance, disability
insurance
Plaza Insurance Sales Inc. California 100% TICC Casualty insurance placement
Transamerica Advisors, Inc. California 100% TICC Retail sale of investment
advisory services
Transamerica Annuity Services Corp. New Mexico 100% TICC Performs services required for
structured settlements
Transamerica Financial Resources, Inc. Delaware 100% TICC Retail sale of securities
products
Financial Resources Insurance Texas 100% Transamerica Fin. Res. Retail sale of securities
Agency of Texas products
TBK Insurance Agency of Ohio, Inc. Ohio 100% Transamerica Fin. Res. Variable insurance contract
sales in state of Ohio
Transamerica Financial Resources Alabama 100% Transamerica Fin. Res. Insurance agent & broker
Agency of Alabama, Inc.
Transamerica Financial Resources Ins. Massachusetts 100% Transamerica Fin. Res. Insurance agent & broker
Agency of Massachusetts, Inc.
Transamerica International Insurance Delaware 100% TICC Holding & administering
Services, Inc. ("TIIS") foreign operations
Home Loans and Finance Ltd. U.K. 100% TIIS Inactive
Transamerica Occidental Life California 100% TICC Licensed in all forms of life
Insurance Company ("TOLIC") insurance, accident and
sickness insurance
NEF Investment Company California 100% TOLIC Real estate development
Transamerica Life Insurance and N. Carolina 100% TOLIC Writes life and pension ins.
Annuity Company ("TLIAC") originally incorporated in CA
April 14, 1966
Transamerica Assurance Company Missouri 100% TLIAC Life and disability insurance
Gemini Investments, Inc. Delaware 100% TLIAC Investment subsidiary
Transamerica Life Insurance Company Canada 100% TOLIC Sells individual life insurance
of Canada & investment products in all
provinces and territories of
Canada
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Transamerica Life Insurance Company New York 100% TOLIC Licensed in NY to market life
of New York insurance, annuities and
health insurance
Transamerica South Park Delaware 100% TOLIC Provide market analysis of
Resources, Inc. certain undeveloped land
holdings held by TOLIC
Transamerica Variable Insurance Maryland 100% TOLIC Mutual Fund
Fund, Inc.
USA Administration Services, Inc. Kansas 100% TOLIC Third party administrator
Transamerica Products. Inc. California 100% TICC Parent co. of various
subsidiary corp. which are
formed to be co-general
partners of proprietary limited
Transamerica Securities Sales Corp. Maryland 100% Transamerica Prod. Inc. Retail sale of the variable life
ins. and variable annuity
products of the Transamerica
life companies
Transamerica Service Company Delaware 100% Transamerica Prod. Inc. Passive loss tax service for
Lloyd's U.S. names
Transamerica Intellitech, Inc. Delaware 100% TICC Real estate information and
technology services
Transamerica International Delaware 100% TICC Investments
Holdings, Inc.
Transamerica Investment Services, Inc. Delaware 100% TICC Investment adviser
Transamerica Income Shares, Inc. Maryland 100% Trans. Invest. Srvc. Inc. Transamerica investment
services
Transamerica LP Holdings Corp. Delaware 100% TICC Limited partnership Investment
(initial limited partner of
Transamerica Delaware, L.P.)
Transamerica Real Estate Tax Service N/A 100% TICC Real estate tax reporting and
(A Division of Transamerica Corp) processing services
Transamerica Realty Services, Inc. Delaware 100% TICC Responsible for real estate
investments for Transamerica
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Bankers Mortgage Company of CA California 100% Transamerica Realty Srv. Holds bank account and owns
certain residual investments in
certain French real estate
projects which are managed
special purpose company for
the purchase of real estate tax
liens.
Pyramid Investment Corporation Delaware 100% Transamerica Realty Srv. Owns office buildings in San
Francisco and other properties
The Gilwell Company California 100% Transamerica Realty Srv. Ground lessee of 517
Washington Street,
San Francisco
Transamerica Affordable Housing, Inc. California 100% Transamerica Realty Srv. Owns general partnership
interests in low-income
housing tax credit
partnerships
Transamerica Minerals Company California 100% Transamerica Realty Srv. Owner and lessor of oil and
gas properties
Transamerica Oakmont Corporation California 100% Transamerica Realty Srv. General partner in
Transamerica/Oakmont
Retirement Associates
Transamerica Senior Properties, Inc. Delaware 100% TICC Owns congregate care and
assisted living retirement
Properties
Transamerica Senior Living, Inc. Delaware 100% Trans. Sr. Prop. Inc. Manages congregate care and
assisted living retirement
properties.
</TABLE>
<PAGE>
Item 27. Number of Policyowners
As of December 31, 1999, there were 1,356 Owners of the
Policies.
Item 28. Indemnification
The New York Code (Sections 721 et. seq.) provides for permissive
--------
indemnification in certain situations, mandatory indemnification in other
situations, and prohibits indemnification in certain situations. The Code
also specifies procedures for determining when indemnification payments can
be made.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Depositor pursuant to the foregoing provisions, or otherwise, the
Depositor 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 the Depositor of expenses incurred or paid by a director, officer or
controlling person in connection with the securities being registered), the
Depositor will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 29. Principal Underwriter
AFSG Securities Corporation
4333 Edgewood Road, N.E.
Cedar Rapids, IA 52499-0001
The directors and officers of
AFSG Securities Corporation
are as follows:/5/
4
<PAGE>
<TABLE>
<S> <C>
Larry N. Norman Ann Spaes
Director and President Director and Vice President
Frank A. Camp Darin Smith
Secretary Assistant Vice President and
Assistant Secretary
Lisa Wachendorf Linda Gilmer
Director, Vice President and Chief Treasurer/Controller
Compliance Officer
Thomas R. Moriarty Robert Warner
Vice President Assistant Compliance Officer
Priscilla Hechler Emily Bates
Assistant Vice President and Assistant Treasurer
Assistant Secretary
Thomas Pierpan Clifton Flenniken
Assistant Vice President and Assistant Treasurer
Assistant Secretary
</TABLE>
- ---------------------
/5/ The principal business address of each person listed is AFSG Securities
Corporation, 4333 Edgewood Road, N.E., Cedar Rapids, IA 52499-0001.
Commissions and Other Compensation Received by Principal Underwriter.
- --------------------------------------------------------------------
AFSG Securities Corporation, the broker/dealer, received $310,880.08 and
$202,758.60 from the Registrant for the year ending December 31, 1999 and for
the period from May 1, 1998 through December 31, 1998, respectively, for its
services in distributing the Policies. No other commission or compensation was
received by the principal underwriter, directly or indirectly, from the
Registrant during the fiscal year.
AFSG Securities Corporation serves as the principal underwriter for the PFL
Endeavor Variable Annuity Account, the PFL Endeavor Platinum Variable Annuity
Account, the PFL Retirement Builder Variable Annuity Account, the PFL Life
Variable Annuity Account A, the PFL Life Variable Annuity Account C, the PFL
Life Variable Annuity Account D, the PFL Wright Variable Annuity Account and the
AUSA Endeavor Variable Annuity Account. These accounts are separate accounts of
PFL Life Insurance Company or AUSA Life Insurance Company, Inc. AFSG Securities
Corporation also serves as principal underwriter for Separate Account I,
Separate Account II, Separate Account IV, and Separate Account V of Peoples
Benefit Life Insurance Company, and for Separate Account B and Separate
Account C of AUSA Life Insurance Company, Inc.
Item 30. Location of Accounts and Records
The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder,
are maintained by AUSA Life Insurance Company,
5
<PAGE>
Inc. at 666 Fifth Avenue, New York, New York 10103, or its Service Office,
Financial Markets Division - Variable Annuity Dept., 4333 Edgewood Road N.E.,
Cedar Rapids, Iowa 52499.
Item 31. Management Services.
All management Policies are discussed in Part A or
Part B.
Item 32. Undertakings
(a) Registrant undertakes that it will file a post-effective
amendment to this registration statement as frequently as necessary to ensure
that the audited financial statements in the registration statement are never
more than 16 months old for so long as Premiums under the Policy may be
accepted.
(b) Registrant undertakes that it will include either (i) a
postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information or (ii) a space in the Policy application that an applicant can
check to request a Statement of Additional Information.
(c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request to AUSA at the address or phone
number listed in the Prospectus.
(d) AUSA Life Insurance Company hereby represents that the fees and
charges deduted under the policies, in the aggregate, are reasonable in relation
to the services rendered, the expenses expected to be incurred, and the risks
assumed by AUSA Life Insurance Company.
Section 403(b) Representations
- ------------------------------
AUSA represents that it is relying on a no-action letter dated
November 28, 1988, to the American Council of Life Insurance (Ref. No.
IP-6-88), regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment
Company Act of 1940, in connection with redeemability restrictions on
Section 403(b) Policies, and that paragraphs numbered (1) through (4) of
that letter will be complied with.
6
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant hereby certifies that this Amendment to the Registration
Statement meets the requirements for effectiveness pursuant to paragraph (b) of
Rule 485 and has caused this Registration Statement to be signed on its behalf,
in the City of Cedar Rapids and State of Iowa, on this 27th day of April, 2000.
AUSA ENDEAVOR VARIABLE
ANNUITY ACCOUNT
AUSA LIFE INSURANCE
COMPANY, INC.
Depositor
/s/ Tom A. Schlossberg
------------------------------
Tom A. Schlossberg
President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the duties indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ William Brown, Jr. Director April 27, 2000
- --------------------------------------------
William Brown, Jr.
/s/ Robert F. Colby Director April 27, 2000
- --------------------------------------------
Robert F. Colby
/s/ William L. Busler Director April 27, 2000
- --------------------------------------------
William L. Busler
/s/ Jack R. Dykhouse Director April 27, 2000
- --------------------------------------------
Jack R. Dykhouse
/s/ Steven E. Frushtick Director April 27, 2000
- --------------------------------------------
Steven E. Frushtick
/s/ Eric Goodman Director April 27, 2000
- --------------------------------------------
Eric Goodman
/s/ Thor Hanson Director April 27, 2000
- --------------------------------------------
Thor Hanson
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Colette F. Vargas Director April 27, 2000
- --------------------------------------------
Colette F. Vargas
/s/ Robert S. Rubinstein Director April 27, 2000
- --------------------------------------------
Robert S. Rubinstein
/s/ Peter P. Post Director April 27, 2000
- --------------------------------------------
Peter P. Post
/s/ Tom A. Schlossberg Director April 27, 2000
- --------------------------------------------
Tom A. Schlossberg (Principal Executive Officer)
/s/ Cor H. Verhagen Director April 27, 2000
- --------------------------------------------
Cor H. Verhagen
/s/ E. Kirby Warren Director April 27, 2000
- --------------------------------------------
E. Kirby Warren
/s/ Brenda K. Clancy Treasurer April 27, 2000
- --------------------------------------------
Brenda K. Clancy
</TABLE>
<PAGE>
Registration No.
33-83560
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
EXHIBITS
TO
FORM N-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOR
AUSA ENDEAVOR VARIABLE ANNUITY ACCOUNT
---------------
<PAGE>
EXHIBIT INDEX
--------------
Exhibit No. Description of Exhibit Page No.*
- ----------- ---------------------- ---------
(8)(b)(1) Amendment No. 12 to Participation Agreement
(8)(e) Participation Agreement by and between PFL
Life Insurance Company and Transamerica
Variable Insurance Fund, Inc.
(8)(f)(1) Amended Schedule A to Participation Agreement
(8)(g)(1) Amended Schedule A to Participation Agreement
(10) (a) Consent of Independent Auditors
- --------
* Page numbers included only in manually executed original.
<PAGE>
EXHIBIT (8)(b)(1)
-----------------
AMENDMENT NO. 12 TO PARTICIPATION AGREEMENT AMONG WRL SERIES FUND, INC.,
PFL LIFE INSURANCE COMPANY, AUSA LIFE INSURANCE COMPANY, INC., AND PEOPLES
BENEFIT LIFE INSURANCE COMPANY
<PAGE>
ADDENDUM NO. 12 TO
PARTICIPATION AGREEMENT
AMONG
WRL SERIES FUND, INC.,
PFL LIFE INSURANCE COMPANY,
AUSA LIFE INSURANCE COMPANY, INC.,
AND PEOPLES BENEFIT LIFE INSURANCE COMPANY
Amendment No. 12 to the Participation Agreement among WRL Series Fund,
Inc., (the "Fund"), PFL Life Insurance Company ("PFL"), AUSA Life Insurance
Company, Inc. ("AUSA"), and Peoples Benefit Life Insurance Company ("Peoples")
dated July 1, 1992, as amended ("Participation Agreement").
WHEREAS, PFL has established PFL Life Variable Annuity Account C and PFL
Life Variable Annuity Account D, separate accounts for purposes of selling
variable annuity products, which are to be funded in part by the WRL Series
Fund, Inc.
NOW, THEREFORE, IT IS HEREBY AGREED that PFL, through its separate
accounts, PFL Life Variable Annuity Account C and PFL Life Variable Annuity
Account D, is authorized to acquire shares issued by WRL Series Fund, Inc.,
subject to the terms and conditions of the Participation Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Addendum to be
executed in its name and on its behalf by its duly authorized representative as
of September 27, 1999.
PFL LIFE INSURANCE COMPANY WRL SERIES FUND, INC.
By its authorized officer By its authorized officer
By: /s/ William L. Busler By: /s/ Thomas E. Pierpan
---------------------------------- ------------------------
William L. Busler Thomas E. Pierpan
Title: President Title: Vice President, Secretary and
------------------------------- ---------------------------------
Associate General Counsel
---------------------------------
AUSA LIFE INSURANCE PEOPLES BENEFIT LIFE
COMPANY, INC. INSURANCE COMPANY
By its authorized officer By its authorized officer
By: /s/ William L. Busler By: /s/ Frank A. Camp
---------------------------------- ------------------------------------
William L. Busler Frank A. Camp
Title: Vice President Title: Vice President and
------------------------------- ---------------------------------
Division General Counsel
<PAGE>
AMENDED
SCHEDULE A
Effective September 27, 1999
Account(s), Policy(ies) and Portfolio(s)
Subject to the Participation Agreement
--------------------------------------
Account(s): PFL Endeavor Variable Annuity Account
PFL Endeavor Platinum Variable Annuity Account
Mutual Fund Account
PFL Life Variable Annuity Account A
PFL Life Variable Annuity Account C
PFL Life Variable Annuity Account D
PFL Retirement Builder Variable Annuity Account
AUSA Life Insurance Company, Inc. Separate Account C
Peoples Benefit Life Insurance Company Separate Account V
Legacy Builder Variable Life Separate Account
AUSA Series Life Account
Policy(ies): PFL Endeavor Variable Annuity
PFL Endeavor Platinum Variable Annuity
AUSA Endeavor Variable Annuity
Atlas Portfolio Builder Variable Annuity
Extra Variable Annuity
Access Variable Annuity
Retirement Income Builder II Variable Annuity
AUSA & Peoples - Advisor's Edge Variable Annuity
Peoples - Advisor's Edge Select Variable Annuity
Legacy Builder II
Legacy Builder Plus
AUSA Freedom Financial Builder
Portfolio(s): WRL Series Fund, Inc.
WRL Janus Growth
WRL AEGON Bond
WRL J.P. Morgan Money Market
WRL Janus Global
WRL LKCM Strategic Total Return
WRL VKAM Emerging Growth
WRL Alger Aggressive Growth
WRL AEGON Balanced
WRL Federated Growth & Income
WRL C.A.S.E. Growth
WRL NWQ Value Equity
WRL GE/Scottish Equitable International Equity
WRL GE U.S. Equity
WRL J.P. Morgan Real Estate Securities
WRL T. Rowe Price Dividend Growth
WRL T. Rowe Price Small Cap
WRL Goldman Sachs Growth
WRL Goldman Sachs Small Cap
WRL Pilgrim Baxter Mid Cap Growth
WRL Salomon All Cap
WRL Dreyfus Mid Cap
WRL Third Avenue Value
WRL Dean Asset Allocation
<PAGE>
EXHIBIT (8)(E)
PARTICIPATION AGREEMENT BY AND BETWEEN PFL LIFE INSURANCE COMPANY AND
TRANSAMERICA VARIABLE INSURANCE FUND, INC.
<PAGE>
PARTICIPATION AGREEMENT
-----------------------
Among
TRANSAMERICA VARIABLE INSURANCE FUND, INC.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
and
PFL LIFE INSURANCE COMPANY
THIS AGREEMENT, effective of this 1st day of November 1999 by and among PFL
LIFE INSURANCE COMPANY (hereinafter "Insurance Company"), an Iowa life insurance
company, on its own behalf and on behalf of its SEPARATE ACCOUNT(S) (the
"Account"); TRANSAMERICA VARIABLE INSURANCE FUND, INC., a corporation organized
under the laws of Maryland (hereinafter the "Fund"); and TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY, (hereinafter the "Adviser"), a California corporation.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and/or variable annuity
contracts (collectively, the "Variable Insurance Products") to be offered by
insurance companies which have entered into participation agreements similar to
this Agreement (hereinafter "Participating Insurance Companies"), as well as
qualified pension and retirement plans; and
WHEREAS, the beneficial interests in the Fund are divided into several
series of shares, each designated a "Portfolio" and representing interests in a
particular managed portfolio of securities and other assets; and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolios are registered under the
Securities Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940 as amended, and
WHEREAS, Insurance Company has registered the Account as a unit investment
trust under the 1940 Act, and certain variable annuity contracts supported
wholly or partially by the Account (the "Contracts") under the 1933 Act, and
said Account(s) are listed on Schedule A hereto, as it may be amended from time
to time by mutual written agreement; and
WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of Insurance
Company to set aside and invest assets attributable to the Contracts; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, Insurance Company intends to purchase shares in the Portfolios
listed in Schedule B hereto, as it may be amended from time to time by mutual
written agreement (the "Designated Portfolios"), on behalf of the Account to
fund the aforesaid Contracts, and the Fund intends to sell such shares to the
Account at net asset value;
<PAGE>
NOW, THEREFORE, in consideration of their mutual promises, Insurance
Company, the Fund and the Adviser agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1. The Fund agrees to sell to Insurance Company those shares of the
Designated Portfolios which Insurance Company orders, executing such orders on a
daily basis at the net asset value next computed after receipt by the Fund, or
its designee, of the order for the shares of the Designated Portfolios. For
purposes of this Section 1.1, Insurance Company shall be the agent of the Fund
for receipt of such orders and receipt by Insurance Company shall constitute
receipt by the Fund; provided that the Fund receives notice of such order by
9:30 a.m. New York time on the next following Business Day. "Business Day" shall
mean any day on which the New York Stock Exchange is open for trading and on
which the Fund calculates its net asset value.
1.2. The Fund agrees to make shares of the Designated Portfolios available
for purchase at the applicable net asset value per share by Insurance Company on
those days on which the Fund calculates its net asset value, and the Fund shall
use reasonable efforts to calculate such net asset value on each day which the
New York Stock Exchange is open for trading. Notwithstanding the foregoing, the
Board of Directors of the Fund (hereinafter the "Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or if , in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.
1.3 The Fund agrees that shares of the Designated Portfolios will be sold
only to Participating Insurance Companies and their separate accounts and to
qualified pension and retirement plans. No shares of any Designated Portfolio
will be sold to the general public.
1.4. The Fund agrees to redeem for cash, on Insurance Companies request,
any full or fractional shares of the Fund held by Insurance Companies, executing
such requests on a daily basis at the net asset value next computed after
receipt by the Fund or its designee of the request for redemption, except that
the Fund reserves the right to suspend the right of redemption or postpone the
date of payment or satisfaction upon redemption consistent with Section 22(e) of
the 1940 Act. For purposes of this Section 1.5, Insurance Companies shall be the
agent of the Fund for receipt of requests for redemption and receipt by
Insurance Company shall constitute receipt by the Fund; provided that the Fund
receives notice of such request for redemption by 9:30 a.m. New York time on the
next following Business Day.
1.5. The Parties hereto acknowledge that the arrangement contemplated by
this Agreement is not exclusive; the Fund's shares may be sold to other
insurance companies and to qualified pension and retirement plans and the cash
value of the Contracts may be invested in other investment companies.
1.6. Insurance Company shall pay for Fund shares by 12:00 noon New York
Time the next Business Day after an order to purchase Fund shares is made in
accordance with the provisions of Section 1.1 hereof. Payment shall be in
federal funds transmitted by wire and/or by a credit for any shares redeemed the
same day as the purchase. Upon receipt by the Fund of the
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<PAGE>
federal funds so wired, such funds shall cease to be the responsibility of
Insurance Company and shall become the responsibility of the Fund.
1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund
shares by 3:00 p.m. New York time the next Business Day after a redemption order
is received, subject to Section 1.5 hereof. Payment shall be in federal funds
transmitted by wire and/or a credit for any shares purchased the same day as the
redemption.
1.8. Issuance and transfer of the Fund's shares will be by book entry
only. Stock certificates will not be issued to Insurance Company or the Account.
Shares ordered from the Fund will be recorded in an appropriate title for the
Account or the appropriate sub-account of the Account.
1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to Insurance Company of any income, dividends,
or capital gain distributions payable on the Designated Portfolios' shares.
Insurance Company hereby elects to receive all such income dividends and capital
gain distributions in additional shares of that Portfolio. Insurance Company
reserves the right to revoke this election and to receive all such income
dividends and capital gain distributions in cash. The Fund shall notify
Insurance Company by the end of the next following Business Day of the number of
shares so issued as payment of such dividends and distributions.
1.10. The Fund shall make the net asset value per share for each Designated
Portfolio available to Insurance Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 6:30 p.m. New
York time. If the Fund provides incorrect per share net asset value information,
Insurance Company shall be entitled to an adjustment to the number of shares
purchased or redeemed to reflect the correct net asset value per share. Any
material error in the calculation or reporting of net asset value per share,
dividend or capital gains information shall be reported immediately upon
discovery to Insurance Company. Any error of a lesser amount shall be corrected
in the next Business Day's net asset value per share.
In the event adjustments are required to correct any error in the
computation of a Designated Portfolio's net asset value per share, or dividend
or capital gain distribution, the Fund shall notify Insurance Company as soon as
possible after discovering the need for such adjustments. Notification can be
made orally, but must be confirmed in writing. If an adjustment is necessary to
correct an error which caused Contract owners to receive less than the amount to
which they are entitled, the Fund shall make all necessary adjustments to the
number of shares owned by the Account and distribute to the Account the amount
of the underpayment. In no event shall Insurance Company be liable to the Fund
for any such adjustments or overpayment amounts.
ARTICLE II. Representations and Warranties
------------------------------
2.1. Insurance Company represents and warrants that the Contracts are or
will be registered under the 1933 Act; that the Contracts will be issued and
sold in compliance in all material respects with all applicable federal and
state laws. Insurance Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law and
that it has legally and validly established the Account as a segregated asset
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<PAGE>
account under insurance law and has registered the Account as a unit investment
trust in accordance with the provisions of the 1940 Act to serve as a segregated
investment account for the Contracts.
2.2. The Fund and Adviser represent and warrants that Designated
Portfolio shares sold pursuant to this Agreement shall be registered under the
1933 Act, duly authorized for issuance and sold in compliance with all
applicable federal and state securities laws including without limitation the
1933 Act, the 1934 Act, and the 1940 Act and that the Fund is and shall remain
registered under the 1940 Act. The Fund shall amend the Registration Statement
for its shares under the 1933 Act and the 1940 Act from time to time as required
in order to effect the continuous offering of its shares. The Fund shall
register and qualify the shares for sale in accordance with the laws of the
various states if and to the extent required by applicable law.
2.3. The Fund reserves the right to adopt a plan pursuant to Rule 12b-1
under the 1940 Act or impose an asset-based or other charge to finance
distribution expenses as permitted by applicable law and regulation. To the
extent that the Fund decides to finance distribution expenses pursuant to Rule
12b-1, the Fund undertakes to have a Board, a majority of whom are not
interested persons of the Fund, formulate and approve any plan pursuant to Rule
12b-1 under the 1940 Act to finance distribution expenses.
2.4. The Fund and Adviser represent and warrant that the Fund is
lawfully organized and validly existing under the laws of the State of Maryland
and that it does and shall comply in all material respects with the 1940 Act.
2.5. The Adviser represents and warrants that it is and shall remain
duly registered under all applicable federal and state securities laws and that
it shall perform its obligations for the fund in compliance with all applicable
state and federal securities laws.
2.6. The Fund and Adviser each represent and warrant that all of its
directors, officers, employees, investment advisers, and other individuals or
entities dealing with the money and/or securities of the Fund are, and shall
continue to be at all times, covered by a blanket fidelity bond or similar
coverage for the benefit of the Fund in an amount not less than the minimal
coverage required by Section 17g-(1) of the 1940 Act or related provisions as
may be promulgated from time to time. The aforesaid bond shall include coverage
for larceny and embezzlement and shall be issued by a reputable bonding company.
2.7. The Fund will provide Insurance Company with as much advance notice
as is reasonably practicable of any material change affecting the Designated
Portfolios (including, but not limited to, any material change in its
registration statement or prospectus affecting the Designated Portfolios and any
proxy solicitation affecting the Designated Portfolios) and consult with
Insurance Company in order to implement any such change in an orderly manner,
recognizing the expenses of changes and attempting to minimize such expenses by
implementing them in conjunction with regular annual updates of the prospectuses
for the Contracts.
2.8. Insurance Company represents and warrants, that, if the Fund
complies with Sections 2.9 and 2.10 of this Agreement, the Contracts are
currently treated as annuity contracts under applicable provisions of the
Internal Revenue Code of 1986, as amended, and that it shall make every effort
necessary to maintain such treatment and that it will notify the Underwriter
immediately upon having a reasonable basis for believing that the Contracts have
ceased to be so treated or that they might not be so treated in the future.
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<PAGE>
2.9. The Fund and the Adviser represent and warrant that: (a) each
Designated Portfolio currently has elected to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code ("Code"); (b) the Fund
and Adviser shall make every effort necessary that each Portfolio shall maintain
such qualification (under Subchapter M or any successor or similar provision);
(c) the fund or the Adviser will notify Insurance Company immediately upon
having a reasonable basis for believing that a Portfolio has ceased to so
qualify or that it might not so qualify in the future; and (d) the Fund and the
Adviser will seek to minimize any damages and to rectify any Portfolio's failure
to so qualify promptly. The Fund and the Adviser acknowledge that any failure by
a Portfolio to qualify as a regulated investment company will eliminate the
ability of the Account to avail itself of the "look through" provisions of
Section 817(h) of the Code and that, as a result, the Contracts will almost
certainly fail to qualify as life insurance contracts under Section 817(h) of
the Code.
2.10. The Fund and the Adviser further represent and warrant that the
assets of each Designated Portfolio will at all times be invested in such a
manner to assure that the Contracts will be treated as life insurance contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund and the Adviser represent that the each Designated
Portfolio will at all times comply with Section 817(h) of the Code and Treasury
Regulation 1.817.5, as amended from time to time, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulation. In the event of a breach of this Section 2.10, the Fund and the
Adviser warrant that they will take all reasonable steps: (a) to immediately
notify the Insurance Company of such breach; and (b) to adequately diversify the
Fund's assets so as to achieve compliance within the grace period afforded by
Regulation 1.817-5.
2.11. The Fund and Underwriter acknowledge that full compliance with the
requirements referred to in Sections 2.9 and 2.10 hereof is absolutely essential
because any failure to meet those requirements would result in the Contracts not
being treated as annuity contracts for federal income tax purposes, which would
have adverse tax consequences for Contract owners and could also adversely
affect the Insurance Company corporate tax liability.
ARTICLE III. Prospectuses, Reports, Proxy Statements and Voting
--------------------------------------------------
3.1. The Fund or Adviser, at their expense, shall provide Insurance
Company or its designee with current a prospectus, Statement of Additional
Information, and supplements thereto, and annual and semi-annual reports for the
Designated Portfolios in final "camera ready" copy form or on a diskette or such
other form as is required by a financial printer. The Fund and Adviser agrees
that the prospectuses, and supplements thereto, and the annual and semi-annual
reports for the Designated Portfolios will describe only the Designated
Portfolios and will not describe other Portfolios of the Fund. The Statement of
Additional Information may include information on other Portfolios of the Fund.
It is anticipated that the prospectuses and annual
-5-
<PAGE>
and semi-annual reports for the Contracts (if applicable), for the Designated
Portfolio(s) and for other portfolios available under the Contracts will be
printed together in one booklet. The Fund or Adviser shall pay a portion of the
printing expenses for prospectus and fund reports booklets distributed to
current Contract Owners. Such portion shall be the percentage, which is the
number of pages of the Fund prospectus or report as compared to the total number
of pages of the booklet. The Fund shall not pay any expenses for printing or
distribution of prospectuses or fund reports to prospective Contract Owners.
3.2. It is understood and agreed that, except with respect to
information regarding Insurance Company provided in writing by Insurance
Company, Insurance Company shall not be responsible for the content of the
prospectus, SAI or annual and semi-annual reports for the Designated Portfolios.
It is also understood and agreed that, except with respect to information
regarding the Fund and provided in writing by the Fund, the Fund shall not be
responsible for the content of the prospectus or SAI for the Contracts.
3.3. The Fund or Adviser at their expense shall provide Insurance
Company with as many copies of its Fund proxy material as Insurance Company
shall reasonably require for distributing to Contract owners.
3.4. If and to the extent required by law, Insurance Company shall, at
its expense:
(i) solicit voting instructions from Contract owners;
(ii) vote the Designated Portfolio shares in accordance with
instructions received from Contract owners: and
(iii) vote Designated Portfolio shares for which no instructions
have been received in the same proportion as Designated
Portfolio shares for which instructions have been received
from Contract owners in the same Account.
So long as and to the extent that the SEC continues to interpret
the 1940 Act to require pass-through voting privileges for variable contract
owners. Insurance Company reserves the right to vote Fund shares held in any
segregated asset account in its own right, to the extent permitted by law.
ARTICLE IV. Sales Material and Information
------------------------------
4.1. Insurance Company shall furnish, or shall cause to be furnished, to
the Fund, or its designee, each prospectus, Statement of Additional Information
and each piece of sales literature and other promotional material that Insurance
Company develops or uses and in which the Fund (or a Portfolio thereof), its
investment adviser or one of its sub-advisers is named in connection with the
Contracts, at least 10 (ten) Business Days prior to its use. No such material
shall be used if the Fund, or its designee, objects to such use within 10 (ten)
Business Days after receipt of such material.
4.2. Insurance Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts inconsistent with the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or its
designee, except with the
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<PAGE>
permission of the Fund.
4.3. The Fund shall furnish, or shall cause to be furnished, to
Insurance Company, each piece of sales literature and other promotional material
developed by the Fund or its designee in which Insurance Company and/or the
Account is named at least 10 (ten) Business Days prior to its use. No such
material shall be used if Insurance Company objects to such use within 10 (ten)
Business Days after receipt of such material. Notwithstanding the fact that
Insurance Company or its designee may not initially object to a piece of sales
literature or other promotional material, Insurance Company reserves the right
to object at a later date to the continued use of any such sales literature or
promotional material in which Insurance Company is named, and no such material
shall be used thereafter if Insurance Company or its designee so objects.
4.4. The Fund and Adviser shall not give any information or make any
representations on behalf of Insurance Company or concerning Insurance Company,
the Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in reports for the Account, or in sales literature or other
promotional material approved by Insurance Company or its designee, except with
the permission of Insurance Company.
4.5. For purposes of this Article IV, the phrase "sales literature and
other promotional material" includes, but is not limited to, advertisements
(material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, telephone directories (other than routine
listings), electronic or other public media), sales literature (i.e., any
written or electronic communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, performance reports or summaries, form letters, telemarketing
scripts, seminar texts, reprints or excerpts of any other advertisement, sales
literature, or published article), educational or training materials or other
communications distributed or made generally available to some or all agents or
employees, and registration statements, prospectuses, Statements of Additional
Information, supplements thereto, shareholder reports, and proxy materials.
4.6. At the request of any party to this Agreement, each other party
will make available to the other party's independent auditors and/or
representative of the appropriate regulatory agencies, all records, data and
access to operating procedures that may be reasonably requested in connection
with compliance and regulatory requirements related to this Agreement or any
party's obligations under this Agreement.
ARTICLE V. Fees and Expenses
-----------------
5.1. The Fund shall pay no fee or other compensation to Insurance
Company under this Agreement, except that if the Fund or any Designated
Portfolio adopts and implements a plan pursuant to Rule 12b-1 of the 1940 Act to
finance distribution and shareholder servicing expenses, then the Fund's
underwriter may make payments to Insurance Company or to the
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<PAGE>
distributor of the Contracts if and in amounts agreed to by the Fund's
underwriter in writing and such payments will be made out of existing fees
otherwise payable to the Fund's underwriter, past profits of the underwriter or
other resources available to the underwriter. No such payments shall be made
directly by the Fund. Nothing herein shall prevent the parties hereto from
otherwise agreeing to perform, and arrange for appropriate compensation for,
other services relating to the Fund and/or the Account. Insurance Company shall
pay no fee or other compensation to the Fund under this Agreement, although the
parties hereto will bear certain expenses.
5.2. All expenses incident to performance by the Fund or the Adviser
under this Agreement shall be paid by the Fund or Adviser. The Fund shall see to
it that all shares of the Designated Portfolios are registered and authorized
for issuance in accordance with applicable federal law and, if and to the extent
required, in accordance with applicable state laws prior to their sale. The Fund
shall bear the expenses for the cost of registration and qualification of the
Fund's shares, preparation and filing of the Fund's prospectus and registration
statement, supplements thereto and its proxy materials and reports. The Fund or
Adviser will bear the expenses of fulfilling their obligations under (S). 3.1.
5.3. Insurance Company shall bear the expenses of routine annual
distribution of the Fund's prospectus to owners of Contracts issued by Insurance
Company and of distributing the Fund's proxy materials and reports to such
Contract owners; Insurance Company shall bear all expenses associated with the
registration, qualification, and filing of the Contracts under applicable
federal securities and state insurance laws; the cost of preparing, printing,
and distributing the Contract prospectus and SAI; and the cost of preparing,
printing and distributing annual individual account statement to Contract owners
as required by state insurance laws.
5.4. The Fund acknowledges that a principal feature of the Contracts is
the Contract owner's ability to choose from a number of unaffiliated mutual
funds (and portfolios or series thereof), including the Designated Portfolios
("Unaffiliated Funds"), and to transfer the Contract's cash value between funds
and portfolios. The Fund and Underwriter agree to cooperate with Insurance
Company in facilitating the operation of the Account and the Contracts as
intended, including but not limited to cooperation in facilitating transfers
between Unaffiliated Funds.
ARTICLE VI. Potential Conflicts and Compliance With
Shared Funding Exemptive Order
---------------------------------------
6.1 In the event that Fund determines that it is appropriate for the
Fund to seek an order from the SEC granting insurance companies and their
separate accounts exemptions which purchase Fund shares from the provisions of
Sections 9(a), 13(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-
3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to
be sold to and held by variable annuity and variable life insurance separate
accounts of both affiliated and unaffiliated life insurance companies and
certain qualified pension and retirement plans (the "Shared Funding Exemptive"),
this article shall apply.
6.2. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an
-8-
<PAGE>
action by any state insurance regulatory authority; (b) a change in applicable
federal or state insurance, tax, or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretative letter, or any
similar action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Portfolio are being managed; (e) a difference in
voting instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by a participating insurance
company to disregard the voting instructions of contract owners. The Board shall
promptly inform Insurance Company if it determines that an irreconcilable
material conflict exists and the implications thereof.
6.3. Insurance Company will report any potential or existing conflicts
of which it is aware to the Board. Insurance Company will assist the Board in
carrying out its responsibilities under the Shared Funding Exemptive Order, by
providing the Board with all information reasonably necessary for the Board to
consider any issues raised. This includes, but is not limited to, an obligation
by Insurance Company to inform the Board whenever contract owner voting
instructions are disregarded. Such responsibilities shall be carried out by
Insurance Company with a view only to the interests of its Contract Owners.
6.4. If it is determined by a majority of the Board, or a majority of
its directors who are not interested persons of the Fund, its adviser or any
sub-adviser to any of the Portfolios (the "Independent Directors"), that a
material irreconcilable conflict exists, Insurance Company and other
participating insurance companies shall, at their expense and to the extent
reasonably practicable (as determined by a majority of the Independent
Directors), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including: (1) withdrawing the
assets allocable to some or all of the separate accounts from the Fund or any
Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Fund, or submitting the
question whether such segregation should be implemented to a vote of all
affected contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more participating insurance
companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account. Insurance
Company shall not be required by this Section 6.4 to establish a new funding
medium for the Contracts if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the irreconcilable
material conflict.
6.5. If a material irreconcilable conflict arises because of a decision
by Insurance Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote,
Insurance Company may be required, at the Fund's election, to withdraw the
Account's investment in the Fund and terminate this Agreement; provided, however
that such withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a majority of
the Independent Directors. Any such withdrawal and termination must take place
within six (6) months after the Fund gives written notice that this provision is
being implemented, and until the end of that six month period the Fund shall
continue to accept and implement orders by Insurance Company for the purchase
(and redemption) of shares of the Fund.
6.6. If a material irreconcilable conflict arises because a particular
state insurance
-9-
<PAGE>
regulator's decision applicable to Insurance Company conflicts with the majority
of other state regulators, then Insurance Company will withdraw the Account's
investment in the Fund and terminate this Agreement within six months after the
Board informs Insurance Company in writing that it has determined that such
decision has created an irreconcilable material conflict; provided, however,
that such withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a majority of
the disinterested members of the Board. Until the end of the foregoing six month
period, the Underwriter and the Fund shall continue to accept and implement
orders by Insurance Company for the purchase (and redemption) of shares of the
Fund.
6.7. For purposes of Sections 6.4 through 6.6 of this Agreement, a
majority of the Independent Directors shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
6.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable:
and (b) Sections 6.2, 6.3, 6.4, 6.5 and 6.6 of this Agreement shall continue in
effect only to the extent that terms and conditions substantially identical to
such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VII. Indemnification
---------------
7.1. Indemnification By Insurance Company
------------------------------------
8.1(a). Insurance Company agrees to indemnify and hold harmless the
Fund and the Adviser and their officers, directors, employees, and agents and
each person who controls the Fund within meaning of (S). 15 of the 1933 Act.
(collectively, the "Indemnified Parties" for purposes of this Section 7.1)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of Insurance Company) or litigation
(including legal and other expenses), to which the Indemnified Parties may
become subject under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of the
Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the
registration statement or prospectus or SAI for the Contracts or
contained in the Contracts (or any amendment or supplement to any
of the foregoing), or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein
not misleading, provided that this Agreement to indemnify shall not
apply
-10-
<PAGE>
as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in
conformity with information furnished in writing to Insurance
Company by or on behalf of the Underwriter or Fund for use in the
registration statement or prospectus for the Contracts or in the
Contracts or sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or
Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus or sales literature of the Fund not supplied
by Insurance Company or persons under its control) or wrongful
conduct of Insurance Company or persons under its control, with
respect to the sale or distribution of the Contracts or Fund
Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, or
sales literature of the Fund or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading if such a statement or
omission was made in reliance upon information furnished in writing
to the Fund by or on behalf of Insurance Company; or
(iv) arise as a result of any failure by Insurance Company to provide
the services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by Insurance Company in this
Agreement or arise out of or result from any other material breach
of this Agreement by Insurance Company, as limited by and in
accordance with the provisions of Sections 7.1(b) and 7.1(c)
hereof.
7.1(b). Insurance Company shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject if caused by such Indemnified Party's willful misfeasance, bad faith, or
negligence in the performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations or duties under this
Agreement.
7.1(c). Insurance Company shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified Insurance Company in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify Insurance Company
of any such claim shall not relieve Insurance Company from any liability which
it may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case any such
action is brought against the Indemnified Parties, Insurance Company shall be
entitled to participate, at its own expense, in the defense of such action.
Insurance Company also shall be entitled to assume the defense thereof, with
counsel
-11-
<PAGE>
satisfactory to the party named in the action. After notice from Insurance
Company to such party of Insurance Company's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and Insurance Company will not be liable to
such party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.
7.1(d). The Indemnified Parties will promptly notify Insurance
Company of the commencement of any litigation or proceedings against them in
connection with the issuance or sale of the Fund shares or the Contracts or the
operation of the Fund.
7.2. Indemnification by the Adviser
------------------------------
7.2(a). The Adviser agrees to indemnify and hold harmless Insurance
Company and each of its directors, officers, employees, agents and each person,
if any, who controls Insurance Company within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this Section
7.2) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Adviser) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute or regulation, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of the Fund's
shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement or prospectus or SAI or sales literature
of the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, provided that this Agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission
or such alleged statement or omission was made in reliance upon
and in conformity with information furnished in writing to the
Adviser or Fund by or on behalf of Insurance Company for use in
the registration statement or prospectus for the Fund or in sales
literature (or any amendment or supplement) or otherwise for use
in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Adviser or persons under its
control) or wrongful conduct of the Fund or Adviser or persons
under their control, with respect to the sale or distribution of
the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement, prospectus
or sales literature covering the Contracts, or any amendment
thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statement or statements therein
not misleading, if such statement or omission was made in
reliance upon information furnished in
-12-
<PAGE>
writing to Insurance Company by or on behalf of the Adviser or
Fund; or
(iv) arise as a result of any failure by the Fund or Adviser to
provide the services and furnish the materials under the terms of
this Agreement (including a failure, whether unintentional or in
good faith or otherwise, to comply with the diversification and
other qualification requirements specified (S). 2.9 and 2.10 in
of this Agreement); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Fund or Adviser in
this Agreement or arise out of or result from any other material
breach of this Agreement by the Fund or Adviser; as limited by
and in accordance with the provisions of Sections 7.2(b) and
7.2(c) hereof.
7.2(b). The Adviser shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance or such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement.
7.2(c). The Adviser shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Adviser will be entitled to participate, at
its own expense, in the defense thereof. The Adviser also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Adviser to such party of the Adviser's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Adviser will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
7.2(d). Insurance Company agrees promptly to notify the Adviser of
the commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of the Contracts
or the operation of the Account.
ARTICLE VIII. Applicable Law
--------------
8.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of California,
without regard to that state's principles of conflicts of law, except that any
terms shall be defined and interpreted in accordance with, and the Agreement
subject to, the federal securities laws.
8.2. This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 Acts,
-13-
<PAGE>
and the rules and regulations and rulings thereunder, including such exemptions
from those statutes, rules and regulations as the Securities and Exchange
Commission may grant (including, but not limited to, the Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.
ARTICLE IX. Termination
-----------
9.1. This Agreement shall terminate:
(a) at the option of any party, with or without cause, with respect
to some or all Portfolios, upon one (1) year advance written notice
delivered to the other parties; provided, however, that such notice
shall not be given earlier than one year following the date of this
Agreement; or
(b) at the option of Insurance Company by written notice to the
other parties with respect to any Portfolio based upon Insurance
Company's determination that shares of such Portfolio are not
reasonably available to meet the requirements of the Contracts; or
(c) at the option of Insurance Company by written notice to the
other parties with respect to any Portfolio in the event any of the
Portfolio's shares are not registered, issued or sold in accordance
with applicable state and/ or federal law or such law precludes the
use of such shares as the underlying investment media of the
Contracts issued or to be issued by Insurance Company; or
(d) at the option of the Fund in the event that formal
administrative proceedings are instituted against Insurance Company
by the National Association of Securities Dealers, Inc. ("NASD"),
the Securities and Exchange Commission, the Insurance Commissioner
or like official of any state or any other regulatory body regarding
Insurance Company's duties under this Agreement or related to the
sale of the Contracts, the operation of any Account, or the purchase
of the Fund shares, provided, however, that the Fund determines in
its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon
the ability of Insurance Company to perform its obligations under
this Agreement; or
(e) at the option of Insurance Company in the event that formal
administrative proceedings are instituted against the Fund or
Adviser by the NASD, the Securities and Exchange Commission, or any
state securities or insurance department or any other regulatory
body, provided, however, that Insurance Company determines in its
sole judgment exercised in good faith, that any such administrative
proceedings will have a material adverse effect upon the ability of
the Fund or Adviser to perform its obligations under this Agreement;
or
(f) at the option of Insurance Company by written notice to the Fund
and the Adviser with respect to any Portfolio if Insurance Company
reasonably believes that the Portfolio may fail to meet the Section
817(h) diversification requirements or Subchapter M qualifications
specified in Section 2.9 and 2.10 of this Agreement; or
-14-
<PAGE>
(g) at the option of either the Fund or the Adviser, if (i) the Fund
or Adviser, respectively, shall determine, in their sole judgement
reasonably exercised in good faith, that Insurance Company has
suffered a material adverse change in its business or financial
condition or is the subject of material adverse publicity and that
material adverse change or publicity will have a material adverse
impact on Insurance Company's ability to perform its obligations under
this Agreement, (ii) the Fund or Adviser notifies Insurance Company of
that determination and its intent to terminate this Agreement, and
---
(iii) after considering the actions taken by Insurance Company and any
other changes in circumstances since the giving of such a notice, the
determination of the Fund or Adviser shall continue on the sixtieth
(60th) day following the giving of that notice, which sixtieth day
shall be the effective date of termination; or
(h) at the option of Insurance Company, if (i) Insurance Company shall
determine, in its sole judgement reasonably exercised in good faith,
that either the Fund or the Adviser have suffered a material adverse
change in their business or financial condition or is the subject of
material adverse publicity and that material adverse change or
publicity will have a material adverse impact on the Fund's or
Adviser's ability to perform its obligations under this Agreement,
(ii) Insurance Company notifies the Fund or Adviser, as appropriate,
of that determination and its intent to terminate this Agreement, and
---
(iii) after considering the actions taken by the Fund or Adviser and
any other changes in circumstances since the giving of such a notice,
the determination of Insurance Company shall continue on the sixtieth
(60th) day following the giving of that notice, which sixtieth day
shall be the effective date of termination; or
(i) at the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement; or
(j) upon assignment of this Agreement, unless made with the written
consent of the parties hereto, except that the Adviser may assign this
Agreement, or any of its rights or obligations hereunder, to any
affiliate of, or company under common control with, the Adviser (but
in such event the Adviser shall continue to be liable for any
indemnification due to Insurance Company and the assignee shall also
be liable), if such assignee is duly licensed and registered to
perform the obligations of the Adviser under this Agreement; or
(k) at the option of Insurance Company or the Fund by written notice
to the other party upon a determination by the Fund's Board that a
material irreconcilable conflict exists among the interests of (i) all
contract owners of all separate accounts investing in the Fund or (ii)
the interests of the Participating Insurance Companies; or
(l) at the option of Insurance Company by written notice to the Fund
or the Adviser upon the sale, acquisition or change of control of the
Adviser.
9.2. Notice Requirement. No termination of this Agreement shall be
------------------
effective unless and until the party terminating this Agreement gives prior
written notice to all other parties of its intent to terminate, which notice
shall set forth the basis for the termination.
9.3. Effect of Termination. Notwithstanding any termination of this
---------------------
Agreement, the
-15-
<PAGE>
Fund and the Adviser shall, at the option of Insurance Company, continue to make
available additional shares of the Fund for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred to as
"Existing Contracts") pursuant to the terms and conditions of this Agreement.
Specifically, without limitation, the owners of the Existing Contracts shall be
permitted to reallocate investments in the Fund, redeem investments in the Fund
and/or invest in the Fund upon the making of additional purchase payments under
the Existing Contracts. The parties agree that this Section 9.3 shall not apply
to any terminations under Article VI and the effect of such Article VI
terminations shall be governed by Article VI of this Agreement.
9.4. Surviving Provisions. Notwithstanding any termination of this
--------------------
Agreement, each party's obligations under Article VIII to indemnify other
parties shall survive and not be affected by any termination of this Agreement.
In addition, with respect to Existing Contracts, all provisions of this
Agreement shall also survive and not be affected by any termination of this
Agreement.
ARTICLE X. Notices
-------
Any notice shall be sufficiently given when sent by registered or certified
mail or by overnight mail sent through a nationally-recognized delivery service
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If to Insurance Company:
PFL Life Insurance Company
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52406
Attention: General Counsel, Financial Markets Division
If to the Fund:
Transamerica Variable Insurance Fund, Inc.
1150 South Olive Street
Los Angeles, CA 90015
Attention: Secretary
If to the Adviser:
Transamerica Occidental Life Insurance Company
1150 South Olive Street
Los Angeles, CA 90015
Attention: General Counsel
-16-
<PAGE>
ARTICLE XI. Miscellaneous
-------------
10.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as such information may come into the
public domain. Without limiting the foregoing, no party hereto shall disclose
any information that another party reasonably considers to be proprietary.
10.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
10.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
10.4. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD and state insurance regulators) and
shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
10.6. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
10.7. This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto.
10.8. The Schedules attached hereto, as modified from time to time, are
incorporated herein by reference and are part of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below.
PFL LIFE INSURANCE COMPANY:
By its authorized officer
By: /s/ William L. Busler
----------------------------
Title: President
----------------------------
-17-
<PAGE>
TRANSAMERICA VARIABLE INSURANCE FUND, INC.:
By its authorized officer,
By: /s/ Regina M. Fink
----------------------------
Title: Secretary
----------------------------
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY:
By its authorized officer,
By: /s/ David Goldstein
----------------------------
Title: Vice President &
----------------------------
Deputy General Counsel
-18-
<PAGE>
Effective May 1, 2000
AMENDED SCHEDULE A
------------------
Extra Variable Annuity
Endeavor Variable Annuity
Endeavor ML Variable Annuity
Endeavor Platinum Variable Annuity
AUSA Endeavor Variable Annuity
Access Variable Annuity
Retirement Income Builder II Variable Annuity
Legacy Builder Plus
-19-
<PAGE>
SCHEDULE B
----------
Designated Portfolios
- ---------------------
Growth Portfolio of Transamerica Variable Insurance Fund, Inc.
-20-
<PAGE>
NOTICE
------
With regard to
November 1, 1999
Participation Agreement between
Transamerica Variable Insurance Fund
Transamerica Occidental Life Insurance Company
and
PFL Life Insurance Company
Effective January 1, 2000, and pursuant to (S). 8.1 and (S). 9.1(j) of this
Agreement, Transamerica Investment Management, LLC, replaced Transamerica
Occidental Life Insurance Company as Adviser.
/s/ Regina M. Fink
- -----------------------------------------------------------
Regina M. Fink
Assistant General Counsel, Transamerica Occidental Life Insurance Company
Counsel to Transamerica Investment Management, LLC
Secretary, Transamerica Variable Insurance Fund, Inc.
<PAGE>
EXHIBIT (8)(f)(1)
-----------------
AMENDED SCHEDULE A TO PARTICIPATION AGREEMENT BY AND BETWEEN VARIABLE INSURANCE
PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS
CORPORATION, AND PFL LIFE INSURANCE COMPANY
<PAGE>
Participation Agreement Addendum
SCHEDULE A
----------
Accounts
--------
This Schedule shall be effective as of the date of the last signature below, and
replaces and supersedes Schedule A to the Participation Agreement dated April 1,
1991 (as amended) among Variable Insurance Products Fund, Variable Insurance
Products Fund II, Fidelity Distributors Corporation and PFL Life Insurance
Company.
<TABLE>
<CAPTION>
Date of Resolutions of Company's
Board which established the
Name of Contracts Name of Accounts Accounts
----------------- ---------------- --------------------------------
<S> <C> <C>
Fidelity Income Plus Individual Fidelity Variable August 24, 1979 (by an affiliate
Variable Annuity Contracts Annuity Account subsequently acquired by the
Company)
PFL Endeavor Individual and Group PFL Endeavor VA
Variable Annuity Contracts Separate Account January 19, 1990
PFL Endeavor Platinum Individual and PFL Endeavor VA
Group Variable Annuity Contracts Separate Account January 19, 1990
PFL Retirement Builder Individual PFL Retirement Builder Variable
Variable Annuity Contracts Annuity Account March 29, 1996
PFL Retirement Builder Immediate PFL Retirement Builder Variable
Variable Annuity Contracts Annuity Account March 29, 1996
Portfolio Select Individual Variable PFL Retirement Builder Variable
Annuity Contracts Annuity Account March 29, 1996
PFL Retirement Income Builder II PFL Retirement Builder Variable
Individual Variable Annuity Contracts Annuity Account March 29, 1996
Extra Individual and Group Variable PFL Life Variable February 20, 1997
Annuity Contracts Annuity Account C
Access Individual and Group Variable PFL Life Variable February 20, 1997
Annuity Contracts Annuity Account D
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Select Advantage Individual Variable PFL Life Variable February 20, 1997
Annuity Contracts Annuity Account E
Advantage V PFL Corporate Account One August 10, 1998
PFL Variable PFL Variable Life Account A July 1, 1999
Universal Life Policy
</TABLE>
In witness whereof, we have hereunto set our hand as of the dates indicated:
PFL Life Insurance Company Variable Insurance Products Fund
By: /s/ William L. Busler By: /s/ Robert C. Pozen
-------------------------------- ----------------------------
Title: President Title: Senior Vice President
-------------------------------- ----------------------------
Date: February 28, 2000 Date: February 19, 2000
-------------------------------- ----------------------------
Fidelity Distributors Corporation Variable Insurance Products Fund II
By: /s/ Kevin Kelly By: /s/ Robert C. Pozen
-------------------------------- ----------------------------
Title: Vice President Title: Senior Vice President
-------------------------------- ----------------------------
Date: February 19, 2000 Date: February 19, 2000
-------------------------------- ----------------------------
<PAGE>
EXHIBIT (8)(g)(1)
-----------------
AMENDED SCHEDULE A TO PARTICIPATION AGREEMENT BY AND BETWEEN VARIABLE INSURANCE
PRODUCTS FUND III, FIDELITY DISTRIBUTORS CORPORATION, AND PFL LIFE INSURANCE
COMPANY
<PAGE>
Participation Agreement Addendum
SCHEDULE A
----------
Accounts
--------
This Schedule shall be effective as of the date of the last signature below, and
replaces and supersedes Schedule A to the Participation Agreement dated March
21, 1997 among Variable Insurance Products Fund III, Fidelity Distributors
Corporation and PFL Life Insurance Company.
<TABLE>
<CAPTION>
Date of Resolutions of Company's
Board which established the
Name of Contracts Name of Accounts Accounts
----------------- ---------------- --------------------------------
<S> <C> <C>
Fidelity Income Plus Individual Fidelity Variable August 24, 1979 (by an affiliate
Variable Annuity Contracts Annuity Account subsequently acquired by the
Company)
PFL Endeavor Individual and Group PFL Endeavor VA
Variable Annuity Contracts Separate Account January 19, 1990
PFL Endeavor Platinum Individual and PFL Endeavor VA
Group Variable Annuity Contracts Separate Account January 19, 1990
PFL Retirement Builder Individual PFL Retirement Builder Variable
Variable Annuity Contracts Annuity Account March 29, 1996
PFL Retirement Builder Immediate PFL Retirement Builder Variable
Variable Annuity Contracts Annuity Account March 29, 1996
Portfolio Select Individual Variable PFL Retirement Builder Variable
Annuity Contracts Annuity Account March 29, 1996
PFL Retirement Income Builder II PFL Retirement Builder Variable
Individual Variable Annuity Contracts Annuity Account March 29, 1996
Extra Individual and Group Variable PFL Life Variable February 20, 1997
Annuity Contracts Annuity Account C
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Access Individual and Group Variable PFL Life Variable February 20, 1997
Annuity Contracts Annuity Account D
Select Advantage Individual Variable PFL Life Variable February 20, 1997
Annuity Contracts Annuity Account E
Advantage V PFL Corporate Account One August 10, 1998
PFL Variable PFL Variable Life Account A July 1, 1999
Universal Life Policy
</TABLE>
In witness whereof, we have hereunto set our hand as of the dates indicated:
<TABLE>
<CAPTION>
<S> <C>
PFL Life Insurance Company Variable Insurance Products Fund III
By: /s/ William L. Busler By: /s/ Robert C. Pozen
--------------------------------------- -------------------------------
Title: President Title: Senior Vice President
--------------------------------------- -------------------------------
Date: February 28, 2000 Date: February 19, 2000
--------------------------------------- -------------------------------
Fidelity Distributors Corporation
By: /s/ Kevin Kelly
----------------------------------------
Title: Vice President
----------------------------------------
Date: February 19, 2000
---------------------------------------
</TABLE>
<PAGE>
EXHIBIT (10)(a)
CONSENT OF AUDITORS
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Independent Auditors"
in the Statement of Additional Information and to the use of our reports (1)
dated January 28, 2000 with respect to the subaccounts of AUSA Endeavor Variable
Annuity Account which are available for investment by contract owners of The
Endeavor Variable Annuity, and (2) dated February 18, 2000 with respect to the
statutory-basis financial statements of AUSA Life Insurance Company, Inc.,
included in Post-Effective Amendment No. 10 to the Registration Statement (Form
N-4 No. 33-83560) and related Prospectus of The Endeavor Variable Annuity.
/s/ Ernst & Young, LLP
Des Moines, Iowa
April 24, 2000
