485BPOS 1 d485bpos.htm 485BPOS 485BPOS

As filed with the Securities and Exchange Commission on December 21, 2007.

 

Registration No. 33-56908

811-06032


 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM N-4

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Pre-Effective Amendment No. __

 

Post-Effective Amendment No. 29

 

and

 

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

 

Amendment No. 68

 

Separate Account VA B

 

(Exact Name of Registrant)

 


 

TRANSAMERICA LIFE INSURANCE COMPANY

(Name of Depositor)

 

4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499

(Address of Depositor’s Principal Executive Offices)

 

Depositor’s Telephone Number, including Area Code

 

   

(319) 355-8330

Darin D. Smith, Esquire

   

 

Transamerica Life Insurance Company

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499-4520

(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


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 December 31, 2007 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


The Prospectus, Statement of Additional Information, Supplements and Exhibits for Transamerica Freedom of the Separate Account VA B to the Form N-4 Registration Statement (33-56908 and 811-06032) filed on April 27, 2007 and any subsequent filing are hereby incorporated by reference.


TRANSAMERICA FREEDOM VARIABLE ANNUITY

Issued by

TRANSAMERICA LIFE INSURANCE COMPANY

Supplement dated December 31, 2007

to the

Prospectus dated May 1, 2007

This supplement describes: an optional benefit available under the policy – the Retirement Income Choice rider, which provides you with a guaranteed lifetime withdrawal benefit if you invest in certain designated funds; and the guaranteed minimum death benefit options available under the policy; and changes to certain expenses under the policy.

The following investment choice is available to policies issued on or after January 21, 2008:

AEGON/TRANSAMERICA SERIES TRUST – SERVICE CLASS

Subadvised by Transamerica Investment Management, LLC

Transamerica Small/Mid Cap Value

This fund may vary for certain policies and may not be available for all policies.

The following terms are added to the “Glossary of Terms” in the prospectus and in the Statement of Additional Information.

Separate Account Value – The portion of the policy value that is invested in the separate account.

Guaranteed Lifetime Withdrawal Benefit – Any optional benefit under the policy that provides a guaranteed minimum withdrawal benefit, including the Living Benefits rider, the 5 For Life rider, the Income Select for Life rider, and the Retirement Income Choice rider.

The following hereby amends, and to the extent inconsistent replaces, the corresponding paragraphs in the SUMMARY section in the prospectus (pages 6-8).

 

5. EXPENSES

We deduct daily mortality and expense risk fees and administrative charges at an annual rate of 1.70% (if you choose the Return of Premium Death Benefit), or 1.90% (if you choose the Annual Step-Up Death Benefit), or 2.35% (if you choose the Double Enhanced Death Benefit) from the assets in each subaccount.

If you elect the Retirement Income Choice Rider and any combination of Additional Options, then there is a rider fee, which ranges from 0.60% to 1.40% of the total withdrawal base on each rider anniversary.

This Prospectus Supplement must be accompanied or preceded

by the Prospectus for the

Transamerica Freedom Variable Annuity dated May 1, 2007


8. DEATH BENEFIT

When you purchase a policy you generally may choose one of the following optional guaranteed minimum death benefits:

 

   

Double Enhanced; or

 

   

Annual Step-Up; or

 

   

Return of Premium.

Note: If you elect the Double Enhanced Death Benefit, you must allocate 100% of your policy value to one or more “designated investment choices.” (See “Guaranteed Minimum Death Benefit – Designated Investment Choices.”)

 

10. ADDITIONAL FEATURES

 

   

You may elect an optional rider which provides you with a guaranteed lifetime withdrawal benefit if you invest in certain designated funds. Excess withdrawals will adversely affect the guaranteed lifetime withdrawal benefit. This feature is called “Retirement Income Choice.” There is an extra charge for this rider. Note: If you elect the Retirement Income Choice rider, you must allocate 100% of your policy value to one or more “designated investment choices.” (See “Retirement Income Choice – Designated Investment Choices.”)

The following hereby replaces the ANNUITY POLICY FEE TABLE AND EXPENSE EXAMPLES in the prospectus (pages 10-12).

ANNUITY POLICY FEE TABLE AND EXPENSE EXAMPLES(1)

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the policy. The first table describes the fees and expenses that you will pay at the time that you buy the policy, surrender the policy, or transfer cash value between investment choices. State premium taxes may also be deducted, and excess interest adjustments may be made to amounts surrendered or applied to annuity payment options from cash value from the fixed account.

 

Policy Owner Transaction Expenses:

  

Sales Load On Purchase Payments

     0 %

Maximum Surrender Charge (as a % of premium payments surrendered)(2)

     0 %

Transfer Fee(3)

   $ 0 -$10  

Special Service Fee

   $ 0 -$25  

The next table describes the fees and expenses that you will pay periodically during the time that you own the policy, not including portfolio fees and expenses.

 

Annual Service Charge

   $ 0 - $35 Per Policy  

Separate Account Annual Expenses

(as a percentage of average separate account value):

  

Base Separate Account Expenses:

  

Mortality and Expense Risk Fee(4)

     1.55 %

Administrative Charge

     0.15 %

Total Separate Account Annual Expenses

     1.70 %

 

2


ANNUITY POLICY FEE TABLE AND EXPENSE EXAMPLES(1)CONTINUED

 

Optional Separate Account Expenses:

    

Double Enhanced Death Benefit(5)

     0.65 %

Annual Step-Up Death Benefit(6)

     0.20 %

Total Separate Account Annual Expenses with Highest Optional Separate Account Expense(7)

 

  2.35 %

Optional Rider Fees(8):

    

Additional Death Distribution(9)

     0.25 %

Additional Death Distribution+(10)

     0.55 %

Living Benefits Rider(11)

     0.60 %

5 For Life Rider

     0.60 %
     Single Life Option     Joint Life Option  

Income Select for Life Rider – base benefit(12)

   0.40 %   0.60 %

Additional Benefits available with the Income Select for Life Rider

    

Growth Option(13)

   0.25 %   0.50 %

Additional Death Payment Option(13)

   0.25 %   0.20 %

Income Enhancement Option(13)

   0.15 %   0.30 %

Total Income Select for Life Rider Fees with Highest Combination of Benefits

   1.05 %   1.60 %
     Single Life Option     Joint Life Option  

Retirement Income Choice Rider – base benefit(14)

   0.60 %   0.90 %

Additional Benefits available with the Retirement Income Choice Rider

    

Additional Death Payment Option(15)

   0.25 %   0.20 %

Income Enhancement Option(15)

   0.15 %   0.30 %

Current Total Retirement Income Choice Rider Fees with Highest Combination of Benefits

   1.00 %   1.40 %

Maximum Total Retirement Income Choice Rider Fees with Highest Combination of Benefits(16)

   1.75 %   2.15 %

The next item shows the lowest and highest total operating expenses charged by the underlying fund portfolios for the year ended December 31, 2006 (before any fee waiver or expense reimbursements). Expenses may be higher or lower in future years. More detail concerning each portfolio’s fees and expenses is contained in the prospectus for each portfolio.

 

Total Portfolio Annual Operating Expenses(17):

   Lowest     Highest  

Expenses that are deducted from portfolio assets, including management fees, distribution and/or service 12b-1 fees, and other expenses.

   0.65 %   1.57 %

This Example is intended to help you compare the cost of investing in the policy with the cost of investing in other variable annuity policies. These costs include policy owner transaction expenses, policy fees, separate account annual expenses, and portfolio fees and expenses.

The Example assumes that you invest $10,000 in the policy for the time periods indicated. The Example also assumes that your investment has a 5% return each year, the highest fees and expenses of any of the portfolios for the year ended December 31, 2006, and the base policy with the combination of optional riders that results in the highest level of optional rider fees—Annual Step-Up Death Benefit, Additional Death Distribution+, and Income Select for Life (Joint Life Option with all additional benefits). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

3


Example(18)

   1 Year    3 Years    5 Years    10 Years

If the policy is surrendered at the end of the applicable time period.

   $ 581    $ 1757    $ 2955    $ 6045

If the policy is annuitized at the end of the applicable time period or if you do not surrender your policy.

   $ 581    $ 1757    $ 2955    $ 6045

Please remember that the Example is an illustration and does not represent past or future expenses. Your actual expenses may be lower or higher than those reflected in the Example. Similarly, your rate of return may be more or less than the 5% assumed in the Example.

For information concerning compensation paid for the sale of the policies, see “Distributor of the Policies.”

 

(1)

The fee table applies only to the accumulation phase and reflects the maximum charges unless otherwise noted. During the income phase the fees may be different than those described in the Fee Table. See Section 5, Expenses.

 

(2)

If you select the Life with Emergency CashSM annuity payment option, you will be subject to a surrender charge after the annuity commencement date. See Section 5, Expenses.

 

(3)

The transfer fee, if any is imposed, applies to each policy, regardless of how the policy value is allocated among the investment choices. There is no fee for the first 12 transfers per policy year. For additional transfers, Transamerica may charge a fee of $10 per transfer.

 

(4)

The mortality and expense fee shown (1.55%) is for the accumulation phase with the Return of Premium Death Benefit.

 

(5)

The fee for the Double Enhanced Death Benefit (0.65%) is in addition to the base mortality and expense risk and administrative fees.

 

(6)

The fee for the Annual Step-Up Death Benefit (0.20%) is in addition to the base mortality and expense risk and administrative fees.

 

(7)

This reflects the base separate account expenses plus the fees for the Double Enhanced Death Benefit, but does not include any annual optional rider fees.

 

(8)

In some cases, riders to the policy are available that provide optional benefits that are not described in detail in this prospectus. There are additional fees (each year) for those riders.

 

(9)

The annual Additional Death Distribution fee is 0.25% of the policy value and is deducted only during the accumulation phase.

 

(10)

The annual Additional Death Distribution+ fee is 0.55% of the policy value and is deducted only during the accumulation phase.

 

(11)

The fee is a percentage of the “principal back” total withdrawal base. The “principal back” total withdrawal base on the rider date is the policy value (less premium enhancements if the rider is added in the first policy year). After the rider date, the “principal back” total withdrawal base is equal to: the “principal back” total withdrawal base on the rider date; plus subsequent premium payments; less subsequent “principal back” adjusted partial withdrawals.

 

(12)

The fee is a percentage of the total withdrawal base. The total withdrawal base on the rider date is the policy value (less any premium enhancement if the rider is added in the first policy year). After the rider date, the total withdrawal base is equal to the total withdrawal base on the rider date, plus subsequent premium payments, less subsequent total withdrawal base adjustments.

 

4


(13)

This fee is a percentage of the total withdrawal base and is in addition to the Income Select for Life Rider base benefit fee.

 

(14)

The fee is a percentage of the withdrawal base. The withdrawal base on the rider date is the policy value (less any premium enhancement, if the rider is added in the first policy year). During any rider year, the withdrawal base is equal to the withdrawal base on the rider date or most recent rider anniversary, plus subsequent premium payments, less subsequent withdrawal base adjustments.

 

(15)

This fee is a percentage of the withdrawal base and is in addition to the Retirement Income Choice Rider base benefit fee.

 

(16)

These rates are guaranteed through the first five rider anniversaries.

 

(17)

The fee table information relating to the underlying fund portfolios is for the year ending December 31, 2006 (unless otherwise noted) and was provided to Transamerica by the underlying fund portfolios, their investment advisors or managers, and Transamerica has not and cannot independently verify the accuracy or completeness of such information. Actual future expenses of the portfolios may be greater or less than those shown in the Table.

 

(18)

The Example does not reflect premium tax charges or transfer fees. Different fees and expenses not reflected in the Example may be assessed during the income phase of the policy.

[THIS SPACE INTENTIONALLY LEFT BLANK]

 

5


The following hereby amends, and to the extent inconsistent replaces, the corresponding paragraphs in the “5. EXPENSES” section in the prospectus.

The following replaces paragraph 2 under the heading “Mortality and Expense Risk Fee” on page 22.

During the accumulation phase: for the Return of Premium Death Benefit, the daily mortality and expense risk fee is at an annual rate of 1.55%; for the Annual Step-Up Death Benefit, the daily mortality and expense risk fee is 0.20% higher, at an annual rate of 1.75%, and for the Double Enhanced Death Benefit, the mortality and expense risk fee is 0.65% higher, at an annual rate of 2.20%. During the income phase, the mortality and expense risk fee is at an annual rate of 1.10%.

The following should be inserted on page 23, before the heading “Portfolio Fees and Expenses”

Retirement Income Choice Rider and Additional Option Fees

If you elect the Retirement Income Choice rider, there is an annual fee during the accumulation phase of 0.60% to 1.40% of the total withdrawal base, depending upon whether you elect additional options with the rider. This rider fee will be deducted on each rider anniversary and upon termination of the rider during the accumulation phase.

The following hereby amends, and to the extent inconsistent replaces, the corresponding paragraphs in the “8. DEATH BENEFIT” section in the prospectus (pages 30-31).

GUARANTEED MINIMUM DEATH BENEFIT

On the policy application, you generally may choose one of the guaranteed minimum death benefit options listed below (age limitations may apply).

After the policy is issued, you cannot make an election and the death benefit cannot be changed.

 

A. Double Enhanced Death Benefit

The death benefit under this option is the greater of 1 or 2 below:

 

  1. The 6% Annually Compounding through age 80 Death Benefit is equal to:

 

   

the total premium payments; less

 

   

any adjusted partial withdrawals;

 

 

 

accumulated at an effective annual rate of 6% from each premium payment date and each surrender date to the earlier of the annuitant’s date of death or the annuitant’s 81st birthday.

 

  2. The Monthly Step-Up through age 80 Death Benefit is equal to:

 

 

 

the largest policy value on the policy date or on any monthly anniversary prior to the earlier of the annuitant’s date of death or the annuitant’s 81st birthday; plus

 

   

any premium payments subsequent to the date of any monthly anniversary with the largest policy value; minus

 

   

any adjusted partial withdrawals subsequent to the date of the monthly anniversary with the largest policy value.

 

6


This benefit is not available if the owner or annuitant is age 76 or older on the policy date and requires you to invest only in certain designated investment choices. The charge for this benefit (0.65% annually) is in addition to the base mortality and expense risk and administrative charges under the policy.

Designated Investment Choices. If you elect the Double Enhanced Death Benefit, you must allocate 100% of your policy value to one or more of the following “designated investment choices:”

Asset Allocation – Conservative Portfolio – Service Class

Asset Allocation – Moderate Portfolio – Service Class

Asset Allocation – Moderate Growth Portfolio – Service Class

International Moderate Growth Fund – Service Class

Transamerica Balanced – Service Class

Transamerica Money Market – Service Class

Transamerica U.S. Government Securities – Service Class

PIMCO Total Return – Service Class

Fixed Account

Please note:

 

   

All policy value must be allocated to one or more designated investment choices.

 

   

You may transfer amounts among the designated investment choices; however, you cannot transfer any amount to any other subaccount if you elect this death benefit.

The Double Enhanced Death Benefit is not available if a guaranteed lifetime withdrawal benefit is chosen.

 

B. Annual Step-Up Death Benefit

On each policy anniversary before your 81st birthday, a new “stepped-up” death benefit is determined and becomes the guaranteed minimum death benefit for that policy year. The death benefit is equal to:

 

 

 

the largest policy value on the policy date or on any policy anniversary before the earlier of the date of the annuitant’s death or the annuitant’s 81st birthday; plus

 

   

any premium payments since that date; minus

 

   

any adjusted partial withdrawals since that date.

The Annual Step-Up Death Benefit is not available if the annuitant is 76 or older on the policy date. The charge for this benefit (0.20% annually) is in addition to the base mortality and expense risk and administrative charges under the policy.

 

C. Return of Premium Death Benefit

The Return of Premium Death Benefit is equal to:

 

   

total premium payments; less

 

   

any adjusted partial withdrawals as of the date of death.

The Return of Premium Death Benefit will be in effect if you do not choose one of the other death benefit options on the policy application.

 

7


The Guaranteed Minimum Death Benefit riders may vary for certain policies and may not be available for all policies. This disclosure explains the material features of the Guaranteed Minimum Death Benefit riders. The application and operation of the riders are governed by the terms and conditions of the riders themselves.

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 dollar amount of your withdrawal request. This will generally be the case if the guaranteed minimum death benefit exceeds the policy value at the time of withdrawal. 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 a detailed explanation of this adjustment in the SAI. This is referred to as “adjusted partial withdrawal” in your policy.

The following is added to the disclosure under the heading “10. ADDITIONAL FEATURES” section in the prospectus (pages 36-41).

RETIREMENT INCOME CHOICE

You may elect to purchase the optional Retirement Income Choice rider which provides you with a guaranteed lifetime withdrawal benefit if you invest only in certain designated investment choices. This rider is available during the accumulation phase. The tax rules for qualified policies may limit the value of this rider. Please consult a qualified tax advisor before electing the Retirement Income Choice rider for a qualified policy.

Retirement Income Choice – Base Benefit. This benefit is intended to provide a level of cash withdrawals regardless of the performance of the designated investment choices you select. Under this benefit, you can withdraw up to the rider withdrawal amount each rider year, starting with the rider year immediately following the annuitant’s 59th birthday and lasting until the annuitant’s death (unless your withdrawal base is reduced to zero because of “excess withdrawals”; see Withdrawal Base Adjustments, and Rider Death Benefit Adjustments, below). A rider year begins on the rider date (the date the rider becomes effective) and on each anniversary thereafter. All withdrawals before the annuitant is 59 are excess withdrawals; a penalty tax may be assessed on amounts withdrawn from the policy before the owner reaches age 59 1/2.

Example. Assume you are the owner and annuitant and you make a single premium payment of $100,000 when you are 56 years old. Further assume that you do not make any additional withdrawals or premium payments, no automatic step-ups occurred, but that after ten years your policy value has declined to $90,000 solely because of negative investment performance. With an annual growth rate percentage of 5.0%, after 10 years the withdrawal base is equal to $162,889. You could withdraw up to $8,144 which is the applicable withdrawal percentage of 5.0% multiplied by the withdrawal base of $162,889, each rider year for the rest of your life (assuming that you take your first withdrawal when you are age 66, that you do not withdraw more than the rider withdrawal amount in any one year and there are no future automatic step-ups.)

Of course, you can always withdraw an amount up to your cash value pursuant to your rights under the policy at your discretion.

Example continued. Assume the same facts as above, but you withdraw $10,000 when you are 66 years old. That excess withdrawal decreases your future rider withdrawal amount to $7,960.

 

8


See the SAI for examples showing the effect of hypothetical withdrawals in more detail.

Please note:

 

   

Any withdrawal in excess of the rider withdrawal amount is an excess withdrawal.

 

   

An excess withdrawal may impact the rider withdrawal amount, withdrawal base, and rider death benefit (if applicable) on a greater than dollar-for-dollar basis.

 

   

Any withdrawal will reduce your rider death benefit (if applicable).

Like all withdrawals, withdrawals under this benefit also:

 

   

reduce your policy value;

 

   

reduce your base policy death benefit and other benefits;

 

   

may be subject to surrender charges and excess interest adjustments;

 

   

may be subject to income taxes and federal tax penalties; and

 

   

may be limited or restricted under certain qualified policies.

Rider Withdrawal Amount. You can withdraw up to the rider withdrawal amount in any rider year without causing an excess withdrawal. See Withdrawal Base Adjustments and Rider Death Benefit Adjustments, below. The rider withdrawal amount may be referred to as “minimum remaining withdrawal amount” in your policy statement and other documents.

The rider withdrawal amount is zero if the annuitant is not 59 years old on the rider date and remains zero until the first day of the rider year after the annuitant’s 59th birthday. If the annuitant is at least 59 years old on the date that the rider is elected (“rider date”), then the rider withdrawal amount is equal to the withdrawal base multiplied by the withdrawal percentage (see below).

For qualified policies: If the plan participant (generally the annuitant) is at least 70 1/2 years old, the rider withdrawal amount for that rider year (and each subsequent rider year) is equal to the greater of:

 

   

the rider withdrawal amount described above; or

 

   

an amount equal to a minimum required distribution amount calculated using only: (1) the living annuitant’s age, (2) the IRS Uniform Lifetime table or, if applicable, the Joint Life and Survivor Expectancy table, (3) the policy value of the base policy, (including the present value of any additional benefits provided under the policy to the extent required to be taken into account under IRS guidance) and (4) amounts from the current calendar year (no carry-over from past years). Only amounts calculated as set forth above can be used as the rider withdrawal amount.

Once your policy value reaches zero, you cannot make premium payments and all other policy features, benefits, and guarantees (except those provided by this rider) are terminated. In order to receive withdrawals guaranteed by this rider after your policy value reaches zero, you must select the frequency of future withdrawals. Once selected, the amount and frequency of future withdrawals after your policy value reaches zero cannot be changed.

Please note:

 

   

If the rider is added prior to the annuitant’s 59th birthday, the rider withdrawal amount will be zero until the beginning of the rider year after the annuitant’s 59th birthday, however, you will still be charged a rider fee prior to this time.

 

   

Excess withdrawals may cause you to lose the benefit of the rider.

 

9


   

All policy value must be allocated to a limited number of specified funds (See “Designated Investment Choices” below).

Withdrawal Percentage. We use the withdrawal percentage to calculate the rider withdrawal amount. The withdrawal percentage is determined by the annuitant’s age at the time of the first withdrawal taken on or after the rider anniversary immediately following the annuitant’s 59th birthday. The withdrawal percentage is as follows:

 

  Age at time of

first withdrawal

  

Withdrawal

Percentage

 

0 - 58

   0 %

59 - 69

   5.0 %

70 - 79

   6.0 %

> 80

   7.0 %

Please note, once established, the withdrawal percentage will not increase even though the annuitant’s age increases.

Withdrawal Base. We use the withdrawal base to calculate the rider withdrawal amount. The withdrawal base on the rider date is the policy value (less any premium enhancement, if the rider is added in the first policy year). During any rider year, the withdrawal base is equal to the withdrawal base on the rider date or most recent rider anniversary, plus subsequent premium payments, less subsequent withdrawal base adjustments. The withdrawal base may be referred to as “total withdrawal base” in your policy statement and other documents.

On each rider anniversary, the withdrawal base will equal the greatest of:

 

   

Current withdrawal base;

 

   

The withdrawal base immediately before the rider anniversary increased by the growth credit (see “Growth” below);

 

   

The policy value on any monthiversary, including the current rider anniversary (see “Automatic Step-Up” below).

Growth. On each of the first ten rider anniversaries, we will add an annual growth credit to your withdrawal base if no withdrawal occurred during the preceding rider year. The annual growth credit is equal to 5% of the withdrawal base immediately before the rider anniversary (i.e., withdrawal base x 0.05).

Automatic Step-Up. On each rider anniversary, we will automatically step-up the withdrawal base to an amount equal to the greater of (1) the highest policy value on any monthiversary during the preceding rider year if no excess withdrawal occurred or (2) the policy value on the rider anniversary, if the withdrawal base after any annual growth credit is applied, is less than that amount.

Beginning on the fifth rider anniversary, the rider fee percentage may increase (or decrease) at the time of any automatic step-up.

Automatic Step-Up Opt Out. Each time an automatic step-up will result in a rider fee percentage increase, you have the option to reject the automatic step-up and reinstate the withdrawal base and rider fee percentage to their respective amounts immediately before the automatic step-up, provided that you do so within 30 days after a rider anniversary on which the automatic step-up occurred,. We must receive your rejection, in a form satisfactory to us, at our Administrative and Service Office within the same 30 day period after the rider anniversary on which the automatic step-up occurred.

Withdrawal Base Adjustments. Gross partial withdrawals up to the rider withdrawal amount in any rider year will not reduce the withdrawal base. Gross partial withdrawals in excess of the rider withdrawal amount in any rider year (“excess withdrawals”) will reduce the withdrawal base, by the greater of the dollar amount of the excess withdrawal or a pro rata amount (in proportion to the reduction in the policy value), possibly to zero. Withdrawal base adjustments occur immediately following excess withdrawals. See the SAI for examples showing the effect of hypothetical withdrawals in more detail including an excess withdrawal that reduces the withdrawal base by a pro rata amount. Excess withdrawals may eliminate any guarantee offered by this rider.

 

10


Please note:

 

   

Because the withdrawal base is generally equal to the policy value on the rider date, the rider withdrawal amount may be lower if you delay electing the rider and if the policy value decreases before you elect the rider.

 

   

Upon the death of the annuitant, the Retirement Income Choice rider terminates and there are no more additional guaranteed withdrawals.

Designated Investment Choices. If you elect this rider, you must allocate 100% of your policy value to one or more of the following “designated investment choices:”

Asset Allocation – Conservative Portfolio – Service Class

Asset Allocation – Moderate Portfolio – Service Class

Asset Allocation – Moderate Growth Portfolio – Service Class

International Moderate Growth Fund – Service Class

Transamerica Balanced – Service Class

Transamerica Money Market – Service Class

Transamerica U.S. Government Securities – Service Class

PIMCO Total Return – Service Class

Fixed Account

If you elect this rider, you may transfer amounts among the designated investment choices (subject to the terms and conditions stated in the prospectus); however, you cannot transfer any amount (or allocate premium payments) to any other subaccount. After the fifth rider anniversary (and each successive fifth rider anniversary), you can terminate this rider. Starting the next business day, you may transfer to a non-designated investment choice. Terminating the rider will result in losing all your benefits under the rider.

Please note: The earliest you can transfer to a non-designated investment choice is the first business day after the fifth rider anniversary. You will be required to terminate the rider first.

Manual Upgrades. You can upgrade the withdrawal base to the policy value during the 30-day period following each successive fifth rider anniversary by sending us written notice in a form acceptable to us, as long as the rider issue requirements for a new rider are met. At this time the rider withdrawal amount and, if applicable, the rider death benefit will be recalculated. If an upgrade is elected, your current rider will terminate and a new rider will be issued with a new rider date and its own rider fee percentage and growth rate (which may be higher or lower than your current rider fee percentage and growth rate). The new rider date will be the date the Company receives all necessary information. You cannot elect a manual upgrade if the annuitant is 86 or older.

Retirement Income Choice – Additional Options. You may elect the following options with the Retirement Income Choice rider (the options are not mutually exclusive):

 

   

Death Benefit;

 

   

Joint Life; and

 

   

Income Enhancement.

There is an additional fee for each option.

 

11


(1) Rider Death Benefit Option:

If you elect this rider, you can also elect to add an additional amount to the death benefit payable under the base policy, upon the death of the annuitant (or if the joint life option is selected, the annuitant’s spouse). The additional amount will be equal to the excess, if any, of the rider death benefit over the greater of guaranteed minimum death benefit, if applicable, or the base policy death benefit. The additional amount can be zero.

Rider Death Benefit. The rider death benefit on the rider date is the policy value (less any premium enhancement if the rider is added in the first policy year). After the rider date, the rider death benefit is equal to:

 

   

the rider death benefit on the rider date; plus

 

   

subsequent premium payments; less

 

   

adjustments for withdrawals (as described under “Rider Death Benefit Adjustments,” below).

Rider Death Benefit Adjustments. Gross partial withdrawals up to the rider withdrawal amount in a rider year will reduce the rider death benefit on a dollar-for-dollar basis. Gross partial withdrawals in excess of the rider withdrawal amount in a rider year will reduce the rider death benefit by the greater of the dollar amount of the excess withdrawal or a pro rata amount (in proportion to the reduction in policy value) possibly to zero. See the SAI for examples showing the effect of hypothetical withdrawals in more detail, including any excess withdrawal that results in pro rata adjustments. Rider death benefit adjustments occur immediately following all withdrawals.

Please note:

 

   

Excess withdrawals may eliminate the additional death benefit available with the Retirement Income Choice rider. You will continue to pay the fee for this option, even if the additional death benefit available under the rider is $0.

 

   

Manual upgrades to the withdrawal base will result in a recalculation of the rider death benefit. However, automatic step-ups will not reset the rider death benefit.

If an owner who is not the annuitant dies and the surviving spouse continues the policy, no additional amount is payable. If the policy is not continued, the surviving owner (who is also the sole beneficiary) may elect to receive lifetime income payments equal to the rider withdrawal amount divided by the number of payments each year instead of receiving the policy’s cash value.

The rider death benefit may be referred to as “minimum remaining withdrawal amount” on your policy statement and other documents.

 

(2) Joint Life Option:

If you elect this rider, you can also elect to postpone termination of the rider until the later of the annuitant or annuitant’s spouse’s death. This allows the rider withdrawal amount to be withdrawn until the death of the annuitant or the annuitant’s spouse (only if the annuitant’s spouse continues the policy), whichever is later.

Please note:

 

   

The annuitant’s spouse must be either a joint owner along with the annuitant or the sole primary beneficiary (and there is no joint owner), if you elect this option.

 

   

If at the time of the annuitant’s death the spouse cannot continue to keep the policy in force under the tax code, then the rider will terminate and no additional withdrawals under the rider are permitted.

 

   

The annuitant’s spouse for purposes of this rider cannot be changed.

 

   

The rider withdrawal percentage is based on the age of the younger of the annuitant and annuitant’s spouse, if you elect this option.

 

12


   

The rider death benefit is not payable until the death of the surviving spouse, if you elect this option.

 

   

You cannot elect a manual upgrade if the annuitant or annuitant’s spouse is 86 or older (lower if required by state law).

 

   

If there is a change in marital status, the rider will terminate upon the death of the first spouse who is an owner.

 

(3) Income Enhancement Option:

If you elect this rider, you can also elect to have your withdrawal percentage double if either the annuitant (or the annuitant’s spouse if the joint life option is elected) is confined, due to a medical necessity, in a hospital or nursing facility and has been so confined for the elimination period (180 days within the last 365 days). Benefits from this option are not available unless the rider has been in effect for 12 months (the “waiting period”). The elimination period and waiting period can, but do not need to, run concurrently.

Please note:

 

   

You cannot elect the Income Enhancement Option if the qualifying person or persons is/are already confined in a hospital or nursing facility.

 

   

The increase to the withdrawal percentage stops when the qualifying person or persons is/are no longer confined as described above.

We will require confirmation of confinement while benefits are being received. Confirmation of confinement may be a physician’s statement, a statement from a hospital or nursing facility administrator, or any other information satisfactory to us. If confinement ceases, you may re-qualify by satisfying a 180-day the waiting period and elimination period requirements.

Retirement Income Choice Rider and Additional Option Fees. A rider fee, 0.60% for single life or 0.90% for joint life of the withdrawal base on each rider anniversary, is charged annually prior to annuitization for the base benefit.

If you elect options with the Retirement Income Choice rider, you will be charged an additional fee for each option you elect. Each additional fee is charged annually prior to annuitization and is a percentage of the withdrawal base on each rider anniversary. The additional fees are as follows:

 

Option

   Single Life     Joint Life  

Death Benefit

   0.25 %   0.20 %

Income Enhancement

   0.15 %   0.30 %

We will also deduct all rider fees pro rata upon full surrender of the policy or other termination of the rider. The rider fees are deducted from each investment choice in proportion to the amount of policy value in each investment choice.

Retirement Income Choice Rider Issue Requirements. The Company will not issue the Retirement Income Choice rider unless:

 

   

the annuitant is not yet age 86 (lower if required by state law);

 

   

the annuitant is also an owner (except in the case of non-natural owners);

 

   

there are no more than two owners; and

 

   

if the joint life option is elected, the annuitant’s spouse is also not yet 86 (lower if required by state law) and (1) is a joint owner along with the annuitant or (2) is the sole primary beneficiary (and there is no joint owner).

 

13


Termination. The Retirement Income Choice rider and any additional options will terminate upon the earliest of the following:

 

   

the date we receive written notice from you requesting termination of the Retirement Income Choice rider if such notice is received by us during the 30 days following the fifth rider anniversary or every fifth rider anniversary thereafter;

 

   

the death of the annuitant (or if the joint life option was elected, the death of the annuitant’s spouse if that spouse continued the policy as the surviving spouse);

 

   

annuitization (however, if you have reached your mandatory annuitization date you may choose an annuitization option which guarantees you lifetime payments in an amount equal to your rider withdrawal amount); or

 

   

termination of your policy.

Please note: This rider terminates upon annuitization and there is a mandatory annuitization date at which time your policy will be annuitized according to its terms. If you have reached your mandatory annuitization date, we will allow you to annuitize your policy and elect to receive lifetime annuity payments equal to your rider withdrawal amount.

The Retirement Income Choice rider and additional options may vary for certain policies and may not be available for all policies. This disclosure explains the material features of the Retirement Income Choice rider. The application and operation of the rider are governed by the terms and conditions of the rider itself.

 

14


TRANSAMERICA FREEDOM VARIABLE ANNUITY

Issued by

TRANSAMERICA LIFE INSURANCE COMPANY

Supplement dated December 31, 2007

to the

Statement of Additional Information dated May 1, 2007

This supplement provides an illustration of separate account accumulation unit value calculations for the Double Enhanced death benefit and examples showing the effect of hypothetical withdrawals on the benefits under the Retirement Income Choice rider available under your policy.

The following hereby replaces the Illustration of Separate Account Accumulation Unit Value Calculations table in the Statement of Additional Information (page 21).

Illustration of Separate Account Accumulation Unit Value Calculations

(Assumes Double Enhanced Death Benefit)

Formula and Illustration for Determining the Net Investment Factor

 

Net Investment Factor =    (A + B - C) - E
           D

 

Where:         
A =      The net asset value of an underlying fund portfolio 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 portfolio share at the end of the immediately preceding valuation period.
    

Assume D = $11.40

E =      The daily deduction for the mortality and expense risk fee and the administrative charge, and any optional benefit fees. Assume E totals 2.35% on an annual basis; on a daily basis, this equals .000063641.

Then, the net investment factor = (11.57 + 0 - 0) - .000063641 = Z = 1.01484864

                                                               (11.40)

This Supplement must be accompanied or preceded

by the Statement of Additional Information for the

Transamerica Freedom Variable Annuity dated May 1, 2007


The following disclosure is hereby added to the Statement of Additional Information.

GUARANTEED LIFETIME WITHDRAWAL BENEFIT ADJUSTED PARTIAL SURRENDERS

Withdrawal Base. Gross partial withdrawals in a rider year up to the rider withdrawal amount will not reduce the withdrawal base. Gross partial withdrawals in a rider year in excess of the rider withdrawal amount will reduce the withdrawal base by an amount equal to the greater of:

 

1) the excess withdrawal amount; and

 

2) a pro rata amount, the result of (A / B) * C, where:

 

  A is the excess gross partial withdrawal (the amount in excess of the rider withdrawal amount remaining prior to the withdrawal);

 

  B is the policy value after the rider withdrawal amount has been withdrawn, but prior to the withdrawal of the excess amount; and

 

  C is the withdrawal base prior to the withdrawal of the excess amount.

Rider Death Benefit. Gross partial withdrawals in a rider year up to the rider withdrawal amount will reduce the rider death benefit by the amount of the withdrawal (dollar-for-dollar). Gross partial withdrawals in a rider year in excess of the rider withdrawal amount will reduce the rider death benefit by an amount equal to the greater of:

 

1) the excess withdrawal amount; and

 

2) a pro rata amount, the result of (A / B) * C, where:

 

  A is the excess gross partial withdrawal (the amount in excess of the rider withdrawal amount remaining prior to the withdrawal);

 

  B is the policy value after the rider withdrawal amount has been withdrawn, but prior to the withdrawal of the excess amount; and

 

  C is the rider death benefit after the rider withdrawal amount has been withdrawn, but prior to the withdrawal of the excess amount.

The following demonstrates, on a purely hypothetical basis, the effects of partial withdrawals under the guaranteed lifetime withdrawal benefit.

When a withdrawal is taken, three parts of the guaranteed lifetime withdrawal benefit can be affected:

 

  1. Rider Death Benefit (“RDB”)

 

  2. Withdrawal Base (“WB”)

 

  3. Rider Withdrawal Amount (“RWA”)

 

2


Example 1 (Base):

Assumptions:

WB = $100,000

RWA = 5% withdrawal would be $5,000 (5% of the current $100,000 withdrawal base)

Gross partial withdrawal (“GPWD”) = $5,000

Excess withdrawal (“EWD”) = None

Policy Value (“PV”) = $100,000

You = Owner and Annuitant, or younger of annuitant and annuitant’s spouse if joint life option is elected for additional cost, age 66 at time withdrawals begin, which means Withdrawal Percentage is 5%.

Question: Is any portion of the withdrawal greater than the rider withdrawal amount?

No. There is no excess withdrawal under the guarantee since no more than $5,000 is withdrawn.

Result. In this example, because no portion of the withdrawal was in excess of $5,000, the withdrawal base does not change.

Example 2 (Excess Withdrawal):

Assumptions:

WB = $100,000

RWA = 5% withdrawal would be $5,000 (5% of the current $100,000 withdrawal base)

GPWD = $7,000

EWD = $2,000 ($7,000 - $5,000)

PV = $90,000

You = Owner and Annuitant, or younger of annuitant and annuitant’s spouse if joint life option is elected for additional cost, age 66 at time withdrawals begin, which means Withdrawal Percentage is 5%.

NOTE. For the guaranteed lifetime withdrawal benefit, because there was an excess withdrawal amount, the withdrawal base needs to be adjusted and a new lower rider withdrawal amount calculated. Had the withdrawal for this example not been more than $5,000, the withdrawal base would remain at $100,000 and the rider withdrawal amount would be $5,000. However, because an excess withdrawal has been taken, the withdrawal base is also reduced (this is the amount the 5% is based on).

New withdrawal base:

Step One. The withdrawal base is reduced only by the amount of the excess withdrawal or the pro rata amount, if greater.

Step Two. Calculate how much the withdrawal base is affected by the excess withdrawal.

 

  1. The formula is (EWD / (PV – 5% withdrawal)) * WB before any adjustments

 

  2. ($2,000 / ($90,000 - $5,000)) * $100,000 = $2,352.94

Step Three. Which is larger, the actual $2,000 excess withdrawal or the $2,352.94 pro rata amount?

$2,352.94 pro rata amount.

 

3


Step Four. What is the new withdrawal base upon which the rider withdrawal amount is based?

$100,000 - $2,352.94 = $97,647.06

Result. The new withdrawal base is $97,647.06

New rider withdrawal amount:

Because the withdrawal base was adjusted (due to the excess withdrawal) we have to calculate a new rider withdrawal amount for the 5% guarantee that will be available starting on the next calendar anniversary. This calculation assumes no more activity prior to the next calendar anniversary.

Question: What is the new rider withdrawal amount?

$97,647.06 (the adjusted withdrawal base) * 5% = $4,882.35

Result. Going forward, the maximum you can take out in a year is $4,882.35 without causing an excess withdrawal for the guarantee and further reduction of the withdrawal base (assuming there are no future automatic step-ups).

Example 3 (Base demonstrating growth):

Assumptions:

WB = $100,000

Automatic step-up never occurs and no withdrawals are taken in the first 10 rider years.

WB in 10 years (assuming an annual growth rate percentage of 5.0%) = $100,000 * (1 + .05) ^ 10 = $162,889

RWA = 5% withdrawal beginning 10 years from the rider date would be $8,144 (5% of the then-current $162,889 withdrawal base)

Please note that withdrawals under this rider can begin prior to the 10th rider anniversary, but the WB growth will not occur during the rider years when a withdrawal is taken and the growth stops on the 10th rider anniversary.

GPWD = $8,144

EWD = None

PV = $90,000 in 10 years

You = Owner and Annuitant, or younger of annuitant and annuitant’s spouse if joint life option is elected for additional cost, age 56 on rider issue; age 66 at time withdrawals begin, which means Withdrawal Percentage is 5%.

Question: Is any portion of the withdrawal greater than the rider withdrawal amount?

No. There is no excess withdrawal under the guarantee if no more than $8,144 is withdrawn.

Result. In this example, because no portion of the withdrawal was in excess of $8,144, the withdrawal base does not change.

 

4


Example 4 (Base demonstrating growth with Death Benefit option):

Assumptions:

You = Owner and Annuitant, or younger of annuitant and annuitant’s spouse if joint life option is elected for additional cost, age 56 on rider issue; age 66 at time withdrawals begin, which means Withdrawal Percentage is 5%.

WB at rider issue = $100,000

Automatic step-up never occurs and no withdrawals are taken in the first 10 rider years.

WB in 10 years (assuming an annual growth rate percentage of 5.0%) = $100,000 * (1 + .05) ^ 10 = $162,889

RDB (optional additional death benefit for additional cost) = $100,000

RWA= 5% withdrawal beginning 10 years from the rider date would be $8,144 (5% of the then-current $162,889 withdrawal base)

Please note that withdrawals under this rider can begin prior to the 10th rider anniversary, but the WB growth will not occur during the rider years when a withdrawal is taken and the growth stops on the 10th rider anniversary.

GPWD = $8,144

EWD = None

PV = $90,000 in 10 years

Step One. Is any portion of the withdrawal greater than the rider withdrawal amount?

No. There is no excess withdrawal under the guarantee if no more than $8,144 is withdrawn.

Step Two. What is the rider death benefit after the withdrawal has been taken?

 

  1. Total to deduct from the rider death benefit is $8,144 (there is no excess to deduct)

 

  2. $100,000 - $8,144 = $91,856.

Result. In this example, because no portion of the withdrawal was in excess of $8,144, the withdrawal base does not change and the rider death benefit reduces to $91,856.

Example 5 (Base with growth and Death Benefit option):

Assumptions:

You = Owner and Annuitant, or younger of annuitant and annuitant’s spouse if joint life option is elected for additional cost, age 56 on rider issue; age 66 at time withdrawals begin, which means Withdrawal Percentage is 5%.

WB at rider issue = $100,000

Automatic step-up never occurs and no withdrawals are taken in the first 10 rider years.

WB in 10 years (assuming an annual growth rate percentage of 5.0%) = $100,000 * (1 + .05) ^ 10 = $162,889

RDB (optional additional death benefit for additional cost) = $100,000

RWA = 5% withdrawal beginning 10 years from the rider date would be $8,144 (5% of the then-current $162,889 withdrawal base)

 

5


Please note that withdrawals under this rider can begin prior to the 10th rider anniversary, but the WB growth will not occur during the rider years when a withdrawal is taken and the growth stops on the 10th rider anniversary.

GPWD = $10,000

EWD = $1,856 ($10,000 - $8,144)

PV = $90,000 in 10 years

Step One. Is any portion of the total withdrawal greater than the rider withdrawal amount?

Yes. $10,000 - $8,144 = $1,856 (the excess withdrawal amount)

Step Two. Calculate how much of the rider death benefit is affected by the excess withdrawal.

 

  1. Formula for pro rata amount is: (EWD / (PV – 5% withdrawal)) * (RDB – 5% withdrawal)

 

  2. ($1,856 / ($90,000 - $8,144)) * ($100,000 - $8,144) = $2,082.74

Step Three. Which is larger, the actual $1,856 excess withdrawal amount or the $2,082.74 pro rata amount?

$2,082.74 pro rata amount

Step Four. What is the rider death benefit after the withdrawal has been taken?

 

  1. Total to deduct from the rider death benefit is $8,144 (RWA) + $2,082.74 (pro rata excess) = $10,226.74

 

  2. $100,000 - $10,226.74= $89,773.26

Result. The rider death benefit is $89,773.26.

NOTE. For the guaranteed lifetime withdrawal benefit, because there was an excess withdrawal amount, the withdrawal base needs to be adjusted as well as a new lower rider withdrawal amount. Had the withdrawal for this example not been more than $8,144, the withdrawal base would remain at $162,889 and the rider withdrawal amount would be $8,144. However, because an excess withdrawal has been taken, the withdrawal base is also reduced (this is the amount the 5% is based on).

New withdrawal base:

Step One. The withdrawal base is reduced only by the amount of the excess withdrawal or the pro rata amount if greater.

Step Two. Calculate how much the withdrawal base is affected by the excess withdrawal.

 

  1. The formula is (EWD / (PV – 5% withdrawal)) * WB before any adjustments

 

  2. ($1,856 / ($90,000 - $8,144)) * $162,889 = $3,693.34

Step Three. Which is larger, the actual $1,856 excess withdrawal amount or the $3,693.34 pro rata amount?

$3,693.34 pro rata amount.

Step Four. What is the new withdrawal base upon which the rider withdrawal amount is based?

$162,889 - $3,693.34 = $159,195.66

 

6


Result. The new withdrawal base is $159,195.66

New rider withdrawal amount:

Because the withdrawal base was adjusted (due to the excess withdrawal) we have to calculate a new rider withdrawal amount for the 5% guarantee that will be available starting on the next rider anniversary. This calculation assumes no more activity prior to the next rider anniversary.

Step One. What is the new rider withdrawal amount?

$159,195.66 (the adjusted withdrawal base) * 5% = $7,959.78

Result. Going forward, the maximum you can take out in a year is $7,959.78 without causing an excess withdrawal for the guarantee and further reduction of the withdrawal base.

 

7


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:    The following exhibits are filed herewith:
(1)   (a)      

Resolution of the Board of Directors of PFL Life Insurance Company authorizing establishment of the Separate Account. Note 1.

    (b)       Authorization Changing Name of the Separate Account. Note 11.
(2)          

Not Applicable.

(3)   (a)      

Principal Underwriting Agreement by and between PFL Life Insurance Company, on its own behalf and on the behalf of the Separate Account, and AEGON USA Securities, Inc. Note 6.

    (a)   (1)  

Principal Underwriting Agreement by and between PFL Life Insurance Company on its own behalf and on the behalf of the Separate Account and AFSG Securities Corporation. Note 13.

    (a)   (2)  

Termination of Principal Underwriting Agreement by and between AEGON USA Securities, Inc., formerly known as, MidAmerica Management Corporation, and PFL Life Insurance Company on its own behalf and on the behalf of PFL Endeavor Variable Annuity Account. Note 15.

    (a)   (3)  

Form of Amended and Reinstated Principal Underwriting Agreement by and between AFSG Securities Corporation and Transamerica Life Insurance Company on its behalf and on behalf of the separate investment accounts. Note 30.

    (a)   (4)  

Form of Amendment No. 8 and Novation to Amended and Restated Principal Underwriting Agreement. Note 42.

    (b)      

Form of Broker/Dealer Supervision and Sales Agreement by and between AFSG Securities Corporation, and the Broker/Dealer. Note 13.

(4)   (a)      

Form of Policy for the Endeavor Platinum Variable Annuity. Note 7.

    (b)      

Amended pages to Form of Policy for Endeavor Platinum Variable Annuity. Note 8.

    (c)      

Form of Policy Endorsement (Death Benefits). Note 10.

    (d)      

Form of Policy for the Endeavor Platinum Variable Annuity. Note 12.

    (e)      

Form of Policy Endorsement (Nursing Care). Note 12.

    (f)      

Form of Policy for the Endeavor Platinum Variable Annuity. Note 13.

    (g)      

Form of Policy Endorsement (New Separate Accounts and Annuity Commencement Date). Note 13.

    (h)      

Form of Policy Rider (GMIB). Note 15.

    (i)      

Form of Policy Rider (Additional Death Distribution). Note 24.

    (j)      

Form of Policy Rider (Managed Annuity Program). Note 26.

    (k)      

Form of Policy Rider (MAP II). Note 31.

    (l)      

Form of Policy Rider (GPS). Note 37.

    (m)      

Form of Policy Rider (5 For life). Note 37.

    (n)      

Form of Policy Rider (ADD+). Note 37.

    (o)      

Form of Policy Rider (New GMWB). Note 39.

    (p)      

Form of Policy Rider (5 for Life - Growth - without Death Benefit). Note 40.

    (q)      

Form of Policy Rider (5 for Life - Growth - with Death Benefit). Note 40.

    (r)      

Form of Rider (Income Select for Life). Note 41.

    (s)      

Form of Rider (Double Enhanced). Note 43.

    (t)      

Form of Rider (Retirement Income Choice). Note 43.

(5)   (a)      

Form of Application for the Endeavor Platinum Variable Annuity. Note 12.

    (b)      

Form of Application for the Endeavor Platinum Variable Annuity. Note 13.

    (c)      

Form of Application for the Endeavor Platinum Variable Annuity. Note 15.

    (d)      

Form of Application for the Transamerica Freedom Variable Annuity (formerly Endeavor Platinum Variable Annuity) Note 24.

    (e)      

Form of Application for Transamerica Freedom. Note 32.

    (f)      

Form of Application. Note 33

(6)   (a)      

Articles of Incorporation of PFL Life Insurance Company. Note 2.

    (b)      

ByLaws of PFL Life Insurance Company. Note 2.

(7)           Reinsurance Agreement Note 36.
(8)   (a)       Participation Agreement by and between PFL Life Insurance Company and Endeavor Series Trust.

 

C-1


              

Note 3.

     (b)        

Participation Agreement by and between PFL Life Insurance Company and the WRL Growth Portfolio of WRL Series Fund, Inc. Note 4.

(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. Note 17.

(8)    (b)    (2)   

Amendment No. 15 to Participation Agreement among WRL Series Fund, Inc., PFL Life Insurance Company, AUSA Life Insurance Company, Inc., and Peoples Benefit Life Insurance Company. Note 22.

     (b)    (3)   

Amendment No. 17 to Participation Agreement among WRL Series Fund, Inc., Transamerica Life Insurance Company (formerly PFL Life Insurance Company), AUSA Life Insurance Company, Inc., Peoples Benefit Life Insurance Company and Transamerica Occidental Life Insurance Company. Note 24.

     (b)    (4)   

Amendment No. 20 to Participation Agreement among AEGON/Transamerica Series Fund, Inc., Transamerica Life Insurance Company, AUSA Life Insurance Company, Inc., Peoples Benefit Life Insurance Company, Transamerica Occidental Life Insurance Company and Transamerica Life Insurance and Annuity Company. Note 34.

(8)    (b)    (5)   

Amendment No. 31 to Participation Agreement (AEGON/Transamerica). Note 36.

(8)    (b)    (6)   

Amendment No. 32 to Participation Agreement (AEGON/Transamerica). Note 37.

     (c)        

Administrative Services Agreement by and between PFL Life Insurance Company and State Street Bank and Trust Company (assigned to Vantage Computer Systems, Inc.). Note 3.

     (d)        

Amendment and Assignment of Administrative Services Agreement. Note 4.

     (e)        

Second Amendment to Administrative Services Agreement. Note 5.

     (f)        

Amendment to Participation Agreement by and between PFL Life Insurance Company and Endeavor Series Trust. Note 12.

(8)    (f)    (1)   

Amendment No. 6 to Participation Agreement by and between PFL Life Insurance Company, Endeavor Management Co. and Endeavor Series Trust. Note 17.

(8)    (f)    (2)   

Amendment to Schedule A of the Participation Agreement by and between PFL Life Insurance Company and Endeavour Series Trust. Note 22.

     (f)    (3)   

Form of Termination of Participation Agreement among Transamerica Life Insurance Company, AUSA Life Insurance Company, Inc., Peoples Benefit Life Insurance Company, on their own behalf and on behalf of their separate accounts, Endeavor Series Trust and Endeavor Management Co. Note 30.

     (g)        

Participation Agreement by and between PFL Life Insurance Company and Transamerica Variable Insurance Fund, Inc. Note 20.

(8)    (g)    (1)   

Termination of Participation Agreement (Transamerica). Note 26.

(8)    (g)    (2)   

Participation Agreement (Transamerica). Note 26.

(8)    (g)    (3)   

Addendum to Participation Agreement

 

C-2


            

(Transamerica). Note 26.

    (h)       

Participation Agreement by and between Variable Insurance Product Funds and Variable Insurance Products Fund II, Fidelity Distributors Corporation, and PFL Life Insurance Company, and Addendums thereto. Note 18.

    (h)   (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 20.

    (h)   (2)   

Form of Amended Schedule A to Participation Agreement by and between Variable Insurance Product Funds and Variable Insurance Products Fund II, Fidelity Distributors Corporation, and Transamerica Life Insurance Company (formerly PFL Life Insurance Company). Note 24.

    (h)   (3)   

Amendment No. 4 to Participation Agreement by and between Variable Insurance Products Funds, Fidelity Distributors Corporation and Transamerica Life Insurance Company. Note 25.

    (h)   (4)   

Amendment No. 4 to Participation Agreement by and between Variable Insurance Products Fund II, Fidelity Distributors Corporation and Transamerica Life Insurance Company. Note 25.

    (h)   (5)   

Amended Schedule A to Participation Agreement by and between Variable Insurance Product Funds and Variable Insurance Products Fund II, Fidelity Distributors Corporation and Transamerica Life Insurance Company. Note 25.

    (i)       

Participation Agreement between Variable Insurance Products Fund III, Fidelity Distributors Corporation, and PFL Life Insurance Company. Note 19.

    (i)   (1)   

Amended Schedule A to Participation Agreement between Variable Insurance Products Fund III, Fidelity Distributors Corporation, and PFL Life Insurance Company. Note 20.

    (i)   (2)   

Amendment No. 2 to Participation Agreement by and between Variable Insurance Products Fund III, Fidelity Distributors Corporation and Transamerica Life Insurance Company. Note 25.

    (i)   (3)   

Amended Schedule A to Participation Agreement by and between Variable Insurance Products Fund III, Fidelity Distributors Corporation and Transamerica Life Insurance Company. Note 25.

(8)   (j)       

Participation Agreement by and between Janus Aspen Series and PFL Life Insurance Company. Note 21.

(8)   (j)   (1)   

Amendment No. 2 to Participation Agreement by and between Janus Aspen Series and PFL Life Insurance Company. Note 22.

(8)   (k)       

Participation Agreement by and among Alliance Variable Products Series Fund, PFL Life Insurance Company, AFSG Securities Corporation. Note 23.

    (k)   (1)   

Amendment No. 2 to Participation Agreement by and among Alliance Variable Products Series Fund, Transamerica Life Insurance Company (formerly PFL Life Insurance Company), AFSG Securities Corporation. Note 26.

(8)   (l)       

Participation Agreement by and among AIM Variable

 

C-3


            

Insurance funds, Inc., AIM Distributors, Inc., PFL Life Insurance Company and AFSG Securities Corporation Note 27.

    (l)   (1)   

Form of Amendment No. 7 to Participation Agreement among AIM Variable Insurance Funds, AIM Distributors, Inc., Transamerica Life Insurance Company and AFSG Securities Corporation. Note 30.

(8)   (m)       

Participation Agreement among MFS Variable Insurance Trust, PFL Life Insurance Company and Massachusetts Financial Services Company. Note 28.

    (m)   (1)   

Partial Termination of Participation Agreement among MFS Variable Insurance Trust, PFL Life Insurance Company and Massachusetts Financial Services Company. Note 29.

    (m)   (2)   

Form of Amendment to Participation Agreement by and among MFS Variable Insurance Trust, Massachusetts Financial Services Company, and Transamerica Life Insurance Company. Note 30.

(8)   (n)       

Amended and Restated Participation Agreement among Fidelity Distributors Corporation and Transamerica Life Insurance Company. Note 39

(8)   (o)       

Form of Amended and Restated Participation Agreement among Franklin/Templeton Distributors, Inc. and Transamerica Life Insurance Company. Note 42.

(9)   (a)       

Opinion and Consent of Counsel. Note 42.

(9)   (b)       

Consent of Counsel. Note 42.

(10)   (a)       

Consent of Independent Registered Public Accounting Firm. Note 41.

    (b)       

Opinion and Consent of Actuary. Note 39.

(11)           

Not Applicable.

(12)           

Not Applicable.

(13)           

Performance Data Calculations. Note 39.

(14)           

Powers of Attorney (P.S. Baird, W.L. Busler, D.C. Kolsrud, R.J. Kontz). Note 7 (Craig D. Vermie) Note 11 (Brenda K. Clancy) Note 12 (Larry N. Norman) Note 15. (Bart Herbert, Jr.) Note 24. (Christopher H. Garrett, Arthur C. Schneider) Note 32. (Ronald L. Ziegler) Note 35. (James A. Beardsworth) Note 38. (Brenda K. Clancy, Larry N. Norman, Arthur C. Schneider, Craig D. Vermie, Ronald L. Ziegler, James A. Beardsworth, and Eric J. Martin). Note 42. (Darryl D. Button). Note 43.


Note 1.   Filed with the initial filing of this Form N-4 Registration Statement (File No. 33-56908, 811-06032) on January 8, 1993.
Note 2.   Filed with the initial filing of Form N-4 Registration Statement (File No. 33-33085 on January 23, 1990.
Note 3.   Filed with Pre-Effective Amendment No. 1 to Form N-4 Registration Statement (File No. 33-33085) on April 9, 1990.
Note 4.   Filed with Post-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 33-33085) on April 1, 1991.
Note 5.   Filed with Post-Effective Amendment No. 3 to Form N-4 Registration Statement (File No. 33-33085) on May 1, 1992.
Note 6.   Filed with Post-Effective Amendment No. 5 to Form

 

C-4


    N-4 Registration Statement (File No. 33-33085) on April 30, 1993.
Note 7.   Filed with Pre-Effective Amendment No. 1 to this Form N-4 Registration Statement (File No. 33-56908) on December 6, 1993.
Note 8.   Filed with Post-Effective Amendment No. 10 to this Form N-4 Registration Statement (File No. 33-56908) on February 28, 1994.
Note 9.   Filed with Post-Effective Amendment No. 12 to this Form N-4 Registration Statement (File No. 33-56908) on April 29, 1994.
Note 10.   Filed with Post-Effective Amendment No. 5 to this Form N-4 Registration Statement (File No. 33-56908) on April 27, 1995.
Note 11.   Filed with Post-Effective Amendment No. 6 to this Form N-4 Registration Statement (File No. 33-56908) on April 24, 1996.
Note 12.   Filed with Post-Effective Amendment No. 7 to this Form N-4 Registration Statement (File No. 33-56908) on April 29, 1997.
Note 13.   Filed with Post-Effective Amendment No. 8 to this Form N-4 Registration Statement (File No. 33-56908) on February 27, 1998.
Note 14.   Filed with Post-Effective Amendment No. 9 to this Form N-4 Registration Statement (File No. 33-56908) on April 29, 1998.
Note 15.   Filed with Post-Effective Amendment No. 10 to this Form N-4 Registration Statement (File No. 33-56908) on September 28, 1998.
Note 16.   Filed with Post-Effective Amendment No. 11 to this Form N-4 Registration Statement (File No. 33-56908) on April 29, 1999.
Note 17.   Filed with the Initial filing of Form N-4 Registration Statement for the Access Variable Annuity (File No. 333-94489) on January 12, 2000.
Note 18.   Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4 Registration Statement (File No, 333-07509) on December 6, 1996.
Note 19.   Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4 Registration Statement (File No. 333-07509) on April 29, 1997.
Note 20.   Filed with Post-Effective Amendment No. 12 to this Form N-4 Registration Statement (File No. 33-56908) on April 27, 2000.
Note 21.   Incorporated by reference to Post-Effective Amendment No. 3 to this Form N-4 Registration Statement (333-26209) on April 28, 2000.
Note 22.   Filed with Post-Effective Amendment No. 13 to this Form N-4 Registration Statement (File No. 33-56908) on October 3, 2000.
Note 23.   Incorporated by reference to Post-Effective Amendment No. 3 to Form N-4 Registration Statement (File No. 333-26209) on April 28, 2000.
Note 24.   Filed with Post-Effective Amendment No. 14 to this Form N-4 Registration Statement (File No. 33-56908) on April 30, 2001.
Note 25.   Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4 Registration Statement (File No. 333-63086) on September 13, 2001.
Note 26.   Incorporated by reference to Post-Effective Amendment No. 26 to Form N-4 Registration Statement (File No. 33-33085) on October 2, 2001.
Note 27.   Incorporated herein by reference to Post-Effective Amendment No. 5 to Form N-4 Registration Statement (File No. 333-7509) on July 16, 1998.
Note 28.   Incorporated herein by reference to Post-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-7509) on December 23, 1997.
Note 29.   Incorporated herein by reference to Post-Effective Amendment No. 8 to Form N-4 Registration Statement (File No. 333-7509) on April 29, 1999.
Note 30.   Filed with Post-Effective Amendment No. 16 to this Form N-4 Registration Statement (File No. 33-56908) on April 30, 2002.
Note 31.   Incorporated herein by reference to Post-Effective Amendment No. 31 to Form N-4 Registration Statement (File No. 33-33085) on October 15, 2002.
Note 32.   Filed with Post-Effective Amendment No. 17 to this form N-4 Registration Statement (File No. 33-56908) on December 30, 2002.
Note 33.   Filed with Post-Effective No. 20 to Form N-4 Registration Statement (File No. 33-56908) on April 30, 2003.
Note 34.   Filed with Post-Effective No. 22 to Form N-4 Registration Statement (File No. 33-56908) on April 30, 2004.
Note 35.   Incorporated herein by reference to Initial Filing to N-4 Registration Statement (File No. 333-116562) on June 17, 2004.
Note 36.   Incorporated herein by reference to Post-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-109580) on January 7, 2005.
Note 37.   Filed with Post-Effective Amendment No. 23 to Form N-4 Registration Statement (File No. 33-56908) on April 28, 2005.
Note 38.   Incorporated herein by reference to Post-Effective Amendment No. 38 to Form N-4 Registration Statement (File No. 33-33085) on September 12, 2005.
Note 39.   Filed with Post-Effective Amendment No. 27 to this Form N-4 Registration Statement (File No. 33-56908) on April 26, 2006.
Note 40.   Incorporated herein by Reference to Post-Effective Amendment No. 39 to this Form N-4 Registration Statement (File No. 33-33085) on December 12, 2005.
Note 41.   Incorporated herein by Reference to Pre-Effective Amendment No. 1 to this Form N-4 Registration Statement (File No. 333-131987) on July 19, 2006.
Note 42.  

Filed with Post-Effective Amendment No. 28 to this Form N-4 Registration Statement (File No. 33-56908) on April 27, 2007.

Note 43.   Incorporated herein by Reference to Post-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-131987) on September 21, 2007.

 

C-5


Item 25.     Directors and Officers of the Depositor

 

Name and Business Address      


  

    Principal Positions and Offices with Depositor    


Larry N. Norman

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Director, Chairman of the Board and President

Ronald L. Ziegler

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Director and Vice President

Craig D. Vermie

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Director, Senior Vice President, Secretary and General Counsel

Arthur C. Schneider

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Director, Chief Tax Officer, and Senior Vice President

Eric J. Martin

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Vice President and Corporate Controller

Brenda K. Clancy

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Director, Executive Vice President, and Chief Operations Officer

Darryl D. Button

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Senior Vice President and Chief Financial Officer

 

C-6


Item 26.     Persons Controlled by or under Common Control With the Depositor or Registrant.

Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Academy Alliance Holdings Inc.    Canada    100% Creditor Resources, Inc.    Holding company
Academy Alliance Insurance Inc.    Canada    100% Creditor Resources, Inc.    Insurance
Academy Insurance Group, Inc.    Delaware    100% Commonwealth General Corporation    Holding company
ADB Corporation, L.L.C.    Delaware    100% AUSA Holding Company    Special purpose limited Liability company
AEGON Alliances, Inc.    Virginia    100% Benefit Plans, Inc.    Insurance company marketing support
AEGON Asset Management Services, Inc.    Delaware    100% AUSA Holding Co.    Registered investment advisor
AEGON Assignment Corporation    Illinois    100% AEGON Financial Services Group, Inc.    Administrator of structured settlements
AEGON Assignment Corporation of Kentucky    Kentucky    100% AEGON Financial Services Group, Inc.    Administrator of structured settlements
AEGON Canada Inc. (“ACI”)    Canada    100% TIHI    Holding company
AEGON Capital Management, Inc.    Canada    100% AEGON Canada Inc.    Portfolio management company/investment adviser
AEGON Dealer Services Canada, Inc.    Canada    100% 1490991 Ontario Limited    Mutual fund dealership
AEGON Derivatives N.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Direct Marketing Services, Inc.    Maryland    100% Monumental Life Insurance Company    Marketing company
AEGON DMS Holding B.V.    Netherlands    100% AEGON International N.V.    Holding company
AEGON Financial Services Group, Inc.    Minnesota    100% Transamerica Life Insurance Co.    Marketing
AEGON Fund Management, Inc.    Canada    100% AEGON Canada Inc.    Mutual fund manager
AEGON Funding Corp.    Delaware    100% AEGON USA, Inc.    Issue debt securities-net proceeds used to make loans to affiliates
AEGON Institutional Markets, Inc.    Delaware    100% Commonwealth General Corporation    Provider of investment, marketing and administrative services to insurance companies
AEGON International N.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Ireland Services Limited    Ireland    100% AEGON Ireland Holding B.V.    Provides the services of staff and vendors to AEGON Financial Assurance Ireland, Limited and AEGON Global Institutional Markets plc
AEGON Management Company    Indiana    100% AEGON U.S. Holding Corporation    Holding company
AEGON N.V.    Netherlands    22.72% of Vereniging AEGON Netherlands Membership Association    Holding company
AEGON Nederland N.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Nevak Holding B.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Structured Settlements, Inc.    Kentucky    100% Commonwealth General Corporation    Administers structured settlements of plaintiff’s physical injury claims against property and casualty insurance companies
AEGON U.S. Corporation    Iowa    AEGON U.S. Holding Corporation owns 12,962 shares; AEGON USA, Inc. owns 3,238 shares    Holding company
AEGON U.S. Holding Corporation    Delaware    1056 shares of Common Stock owned by Transamerica Corp.; 225 shares of Series A Voting Preferred Stock owned by Transemorica Coporation    Holding company
AEGON USA Investment Management, Inc.    Iowa    100% AUSA Holding Co.    Investment advisor
AEGON USA Investment Management, LLC    Iowa    100% AEGON USA, Inc.    Investment advisor
AEGON USA Real Estate Services, Inc.    Delaware    100% AEGON USA Realty Advisors, Inc.    Real estate and mortgage holding company
AEGON USA Realty Advisors, Inc.    Iowa    100% AUSA Holding Co,    Administrative and investment services
AEGON USA Travel and Conference Services LLC    Iowa    100% Money Services, Inc.    Travel and conference services

As of 1/1/2007

   Page 4


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

AEGON USA, Inc.    Iowa    10 shares Series A Preferred Stock owned by AEGON U.S Holding Corporation; 150,000 shares of Class B Non-Voting Stock owned by AEGON U.S. Corporation; 120 shares Voting Common Stock owned by AEGON U.S Corporation    Holding company
AEGON/Transamerica Series Trust    Delaware    100% AEGON/Transamerica Fund Advisors, Inc.    Mutual fund
AFSG Securities Corporation    Pennsylvania    100% Commonwealth General Corporation    Broker-Dealer
ALH Properties Eight LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Eleven LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Fifteen LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Five LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Four LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Nine LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Seven LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Seventeen LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Sixteen LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Ten LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Twelve LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Two LLC    Delaware    100% FGH USA LLC    Real estate
American Bond Services LLC    Iowa    100% Transamerica Life Insurance Company (sole member)    Limited liability company
Ammest Realty Corporation    Texas    100% Monumental Life Insurance Company    Special-purpose subsidiary
Ampac Insurance Agency, Inc. (EIN 23-1720755)    Pennsylvania    100% Commonwealth General Corporation    Provider of management support services
Ampac, Inc.    Texas    100% Academy Insurance Group, Inc.    Managing general agent
Apple Partners of Iowa LLC    Iowa    Members: 58.13% Monumental Life Insurance Company; 41.87% Peoples Benefit Life Insurance Company    Hold title on Trustee’s Deeds on secured property
ARC Reinsurance Corporation    Hawaii    100% Transamerica Corp,    Property & Casualty Insurance
ARV Pacific Villas, A California Limited Partnership    California    General Partners - Transamerica Affordable Housing, Inc. (0.5%); Non-Affiliate of AEGON, Jamboree Housing Corp. (0.5%). Limited Partner: TOLIC (99%)    Property
AUSA Holding Company    Maryland    100% AEGON USA, Inc.    Holding company
AUSA Merger Sub, Inc.    Delaware    100% AUSA Holding Company    Special purpose
AUSACAN LP    Canada    General Partner - AUSA Holding Co. (1%); Limited Partner - First AUSA Life Insurance Company (99%)    Inter-company lending and general business
Bankers Financial Life Ins. Co.    Arizona    100% Voting Common Stock - First AUSA Life Insurance Co. Class B Common stock is allocated 75% of total cumulative vote. Class A Common stock is allocated 25% of total cumulative vote.    Insurance
Bay Area Community Investments I, LLC    California    70% LIICA; 30% Monumental Life Insurance Company    Investments in low income housing tax credit properties
Bay State Community Investments I, LLC    Delaware    100% Monumental Life Insurance Company    Investments in low income housing tax credit properties
Bay State Community Investments II, LLC    Delaware    100% Monumental Life Insurance Company    Investments in low income housing tax credit properties
Benefit Plans, Inc.    Delaware    100% Commonwealth General Corporation    Inactive

As of 1/1/2007

   Page 5


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

BF Equity LLC    New York    100% RCC North America LLC    Real estate
Buena Sombra Insurance Agency, Inc.    Maryland    91,790 shares of common stock owned by Commonwealth General Corporation; 8,210 shares of common stock owned by Peoples Benefit Life Insurance Company    Insurance agency
Canadian Premier Holdings Ltd.    Canada    100% AEGON DMS Holding B.V.    Holding company
Canadian Premier Life Insurance Company    Canada    100% Canadian Premier Holdings Ltd.    Insurance company
Capital General Development Corporation    Delaware    2.64 shares of common stock owned by AEGON USA, Inc.; 10 shares of common stock owned by Commonwealth General Corporation    Holding company
Capital Liberty, L.P.    Delaware    99.0% Monumental Life Insurance Company (Limited Partner); 1.0% Commonwealth General Corporation (General Partner)    Holding company
Commonwealth General Corporation (“CGC”)    Delaware    100% AEGON U.S. Corporation    Holding company
Consumer Membership Services Canada Inc.    Canada    100% Canadian Premier Holdings Ltd.    Marketing of credit card protection membership services in Canada
Cornerstone International Holdings Ltd.    UK    100% AEGON DMS Holding B.V.    Holding company
CRC Creditor Resources Canadian Dealer Network Inc.    Canada    100% Creditor Resources, Inc.    Insurance agency
Creditor Resources, Inc.    Michigan    100% AUSA Holding Co.    Credit insurance
CRI Canada Inc.    Canada    100% Creditor Resources, Inc.    Holding company
CRI Credit Group Services Inc.    Canada    100% Creditor Resources, Inc.    Holding company
CRI Systems, Inc.    Maryland    100% Creditor Resources, Inc.    Technology
Diversified Actuarial Services, Inc.    Massachusetts    100% Diversified Investment Advisors, Inc.    Employee benefit and actuarial consulting
Diversified Investment Advisors, Inc.    Delaware    100% AUSA Holding Co.    Registered investment advisor
Diversified Investors Securities Corp.    Delaware    100% Diversified Investment Advisors, Inc.    Broker-Dealer
Edgewood IP, LLC    Iowa    100% TOLIC    Limited liability company
FGH Eastern Region LLC    Delaware    100% FGH USA LLC    Real estate
FGH Realty Credit LLC    Delaware    100% FGH Eastern Region LLC    Real estate
FGH USA LLC    Delaware    100% RCC North America LLC    Real estate
FGP 90 West Street LLC    Delaware    100% FGH USA LLC    Real estate
FGP Burkewood, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Bush Terminal, Inc.    Delaware    100% FGH Realty Credit LLC    Real estate
FGP Colonial Plaza, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Franklin LLC.    Delaware    100% FGH USA LLC    Real estate
FGP Herald Center, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Heritage Square, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Islandia, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Merrick, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP Rockbeach, Inc    Delaware    100% FGH USA LLC    Real estate
FGP West 32nd Street, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP West Street LLC    Delaware    100% FGH USA LLC    Real estate
FGP West Street Two LLC    Delaware    100% FGH USA LLC    Real estate
Fifth FGP LLC    Delaware    100% FGH USA LLC    Real estate
Financial Planning Services, Inc.    District of Columbia    100% Ampac Insurance Agency, Inc. (EIN #27-1720755)    Special-purpose subsidiary

As of 1/1/2007

   Page 6


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Financial Resources Insurance Agency of Texas    Texas    100% owned by Dan Trivers, VP & Director of Operations of Transamerica Financial Advisors, Inc., to comply with Texas insurance law    Retail sale of securities products
First FGP LLC    Delaware    100% FGH USA LLC    Real estate
Flashdance, LLC    New York    100% Transamerica Occidental Life Insurance Company    Broadway production
Force Financial Group, Inc.    Delaware    100% Academy Insurance Group, Inc.    Special-purpose subsidiary
Fourth FGP LLC    Delaware    100% FGH USA LLC    Real estate
Garnet Assurance Corporation    Kentucky    100% Life Investors Insurance Company of America    Investments
Garnet Assurance Corporation II    Iowa    100% Monumental Life Insurance Company    Business investments
Garnet Community Investments I, LLC    Delaware    100% Life Investors Insurance Company of America    Securities
Garnet Community Investments II, LLC    Delaware    100% Monumental Life Insurance Company    Securities
Garnet Community Investments III, LLC    Delaware    100% Transamerica Occidental Life Insurance Company    Business investments
Garnet Community Investments IV, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments V, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments VI, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments VII, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments VIII, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments IX, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments X, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments XI, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments XII, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet LIHTC Fund I, LLC    Delaware    Members: Garnet Community Investments I, LLC (0.01%); Goldenrod Asset Management, Inc.—a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund II, LLC    Delaware    Members: Garnet Community Investments II, LLC (0.01%); Metropolitan Life Insurance Company, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund III, LLC    Delaware    Members: Garnet Community Investments III, LLC (0.01%); Jefferson-Pilot Life Insurance Company, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund IV, LLC    Delaware    Members: Garnet Community Investments IV, LLC (0.01%); Goldenrod Asset Management, Inc.—a non-affiliate of AEGON (99.99%)    Investments

As of 1/1/2007

   Page 7


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Garnet LIHTC Fund V, LLC    Delaware    Members: Garnet Community Investments V, LLC (0.01%); Lease Plan North America, Inc., a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund VI, LLC    Delaware    Members: Garnet Community Investments VI, LLC (0.01%); Pydna Corporation, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund VII, LLC    Delaware    Members: Garnet Community Investmetns VII, LLC (0.01%); Washington Mutual Bank, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund VIII, LLC    Delaware    Members: Garnet Community Investments VIII, LLC (0.01%); Washington Mutual Bank, a non-affiliate of AEGON (99.99%)    Investments
Garnet LIHTC Fund IX, LLC    Delaware    100% Garnet Community Investments IX, LLC    Investments
Garnet LIHTC Fund X, LLC    Delaware    100% Garnet Community Investments X, LLC    Investments
Garnet LIHTC Fund XI, LLC    Delaware    100% Garnet Community Investments XI, LLC    Investments
Garnet LIHTC Fund XII, LLC    Delaware    100% Garnet Community Investments XII, LLC    Investments
Gemini Investments, Inc.    Delaware    100% TLIC    Investment subsidiary
Global Preferred Re Limited    Bermuda    100% GPRE Acquisition Corp.    Reinsurance
Global Premier Reinsurance Company, Ltd.    British Virgin    100% Commonwealth General Corporation    Reinsurance company
GPRE Acquisition Corp.    Delaware    100% AEGON N.V.    Acquisition company
Great Companies, L.L.C.    Iowa    100% Money Services, Inc.    Markets & sells mutual funds & individually managed accounts
Hott Feet Development LLC    New York    100% Transamerica Occidental Life Insurance Company    Broadway production
In the Pocket LLC    New York    100% Transamerica Occidental Life Insurance Company    Broadway production
Innergy Lending, LLC    Delaware    50% World Financial Group, Inc.; 50% ComUnity Lending, Inc.(non-AEGON entity)    Lending
InterSecurities, Inc.    Delaware    100% AUSA Holding Co.    Broker-Dealer
InterSecurities Insurance Agency, Inc.    California    100% Western Reserve Life Assurance Co. of Ohio    Insurance agency
Investment Advisors International, Inc.    Delaware    100% AEGON Asset Management Services, Inc.    Investment advisor
Investors Warranty of America, Inc.    Iowa    100% AUSA Holding Co.    Leases business equipment
Iowa Fidelity Life Insurance Co.    Arizona    Ordinary common stock is allowed 60% of total cumulative vote. Participating common stock is allowed 40% of total cumulative vote. First AUSA Life Insurance Co.    Insurance
JMH Operating Company, Inc.    Mississippi    100% People’s Benefit Life Insurance Company    Real estate holdings
Legacy General Insurance Company    Canada    100% Canadian Premier Holdings Ltd.    Insurance company
Life Investors Alliance, LLC    Delaware    100% LIICA    Purchase, own, and hold the equity interest of other entities

As of 1/1/2007

   Page 8


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Life Investors Insurance Company of America    Iowa    679,802 shares Common Stock owned by AEGON USA, Inc.; 504,033 shares Series A Preferred Stock owned by AEGON USA, Inc.    Insurance
LIICA Holdings, LLC    Delaware    Sole Member: Life Investors Insurance Company of America    To form and capitalize LIICA Re I, Inc.
LIICA Re I, Inc.    Vermont    100% LIICA Holdings, LLC    Captive insurance company
LIICA Re II, Inc.    Vermont    100% Life Investors Insurance Company of America    Captive insurance company
Massachusetts Fidelity Trust Co.    Iowa    100% AUSA Holding Co.    Trust company
Money Concepts (Canada) Limited    Canada    100% National Financial Corporation    Financial services, marketing and distribution
Money Services, Inc.    Delaware    100% AUSA Holding Co.    Provides financial counseling for employees and agents of affiliated companies
Monumental General Administrators, Inc.    Maryland    100% Monumental General Insurance Group, Inc.    Provides management srvcs. to unaffiliated third party administrator
Monumental General Insurance Group, Inc.    Maryland    100% AUSA Holding Co.    Holding company
Monumental Life Insurance Company    Maryland    73.23% Capital General Development Company; 26.77% First AUSA Life Insurance Company    Insurance Company
National Association Management and Consultant Services, Inc.    Maryland    100% Monumental General Administrators, Inc.    Provides actuarial consulting services
National Financial Corporation    Canada    100% AEGON Canada, Inc.    Holding company
National Financial Insurance Agency, Inc.    Canada    100% 1488207 Ontario Limited    Insurance agency
NEF Investment Company    Calfornia    100% TOLIC    Real estate development
New Markets Community Investment Fund, LLC    Iowa    50% AEGON Institutional Markets, Inc.; 50% AEGON USA Realty Advisors, Inc.    Community development entity
Pensaprima, Inc.    Iowa    100% AEGON USA Realty Advisors, Inc.    Investments
Peoples Benefit Life Insurance Company    Iowa    76.3% Monumental Life Insurance Company; 20% Capital Liberty, L.P.; 3.7% CGC    Insurance Company
Peoples Benefit Services, Inc.    Pennsylvania    100% Veterans Life Insurance Company    Special-purpose subsidiary
Premier Solutions Group, Inc.    Maryland    100% Creditor Resources, Inc.    Sales of reinsurance and credit insurance
Primus Guaranty, Ltd.    Bermuda    Partners are: Transamerica Life Insurance Company (13.1%) and non-affiliates of AEGON: XL Capital, Ltd. (34.7%); CalPERS/PCG Corporate Partners Fund, LLC (13.0%); Radian Group (11.1%). The remaining 28.1% of stock is publicly owned.    Provides protection from default risk of investment grade corporate and sovereign issues of financial obligations.
Prisma Holdings, Inc. I    Delaware    100% AUSA Holding Co.    Holding company
Prisma Holdings, Inc. II    Delaware    100% AUSA Holding Co.    Holding company
Pyramid Insurance Company, Ltd.    Hawaii    100% Transamerica Corp.    Property & Casualty Insurance
Quantitative Data Solutions, LLC    Delaware    100% owned by TOLIC    Special purpose corporation
Quest Membership Services, Inc.    Delaware    100% Commonwealth General Corporation    Travel discount plan
RCC North America LLC    Delaware    100% AEGON USA, Inc.    Real estate
RCC Properties Limited Partnership    Iowa    AEGON USA Realty Advisors, Inc. is General Partner and 5% owner; all limited partners are RCC entities within the RCC group    Limited Partnership

As of 1/1/2007

   Page 9


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Real Estate Alternatives Portfolio 1 LLC    Delaware    Members: 38.356% Transamerica Life Insurance Co.; 34.247% TOLIC; 18.356% LIICA; 6.301% Monumental Life Insurance Co.; 2.74% Transamerica Financial Life Insurance Co.    Real estate alternatives investment
Real Estate Alternatives Portfolio 2 LLC    Delaware    Members: 59.5% Transamerica Life Insurance Co.; 30.75% TOLIC; 22.25%; Transamerica Financial Life Insurance Co.; 2.25% Stonebridge Life Insurance Co.    Real estate alternatives investment
Real Estate Alternatives Portfolio 3 LLC    Delaware    Members: 30.4% Transamerica Life Insurance Co.; 23% TOLIC; 1% Stonebridge Life Insurance Co.; 11% LIICA; 14% PBLIC; 5% MLIC    Real estate alternatives investment
Real Estate Alternatives Portfolio 3A, Inc.    Delaware    33.4% owned by Life Investors Insurance Company of America; 32% owned by Peoples Benefit Life Insurance Company; 10% owned by Transamerica Occidental Life Insurance Company; 9.4% owned by Monumental Life Insurance Company; 9.4% owned by Transamerica Financial Life Insurance Company; 1% owned by Stonebridge Life Insurance Company    Real estate alternatives investment
Real Estate Alternatives Portfolio 4HR, LLC    Delaware    34% owned by Transamerica Life Insurance Company; 30% owned by Transamerica Occidental Life Insurance Company; 22% owned by Monumental Life Insurance Company; 10% owned by Peoples Benefit Life Insurance Company; 4% owned by Transamerica Financial Life Insurance Company    Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment
Real Estate Alternatives Portfolio 4MR, LLC    Delaware    34% owned by Transamerica Life Insurance Company; 30% owned by Transamerica Occidental Life Insurance Company; 22% owned by Monumental Life Insurance Company; 10% owned by Peoples Benefit Life Insurance Company; 4% owned by Transamerica Financial Life Ins    Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment
Realty Information Systems, Inc.    Iowa    100% AEGON USA Realty Advisors, Inc.    Information Systems for real estate investment management
Retirement Project Oakmont    CA    General Partners: Trransamerica Products, Inc.; TOLIC; Transameirca Oakmont Retirement Associates, a CA limited partnership. Co-General Partners of Transamerica Oakmont Retirement Associates are Transamerica Oakmont Corp. and Transamerica Products I (Administrative General Partner).    Senior living apartment complex
River Ridge Insurance Company    Vermont    100% AEGON Management Company    Captive insurance company

As of 1/1/2007

   Page 10


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Second FGP LLC    Delaware    100% FGH USA LLC    Real estate
Seventh FGP LLC    Delaware    100% FGH USA LLC    Real estate
Short Hills Management Company    New Jersey    100% AEGON U.S. Holding Corporation    Holding company
South Glen Apartments, LLC    Iowa    100% Transamerica Affordable Housing, Inc.    Limited liability company
Southwest Equity Life Ins. Co.    Arizona    100% of Common Voting Stock AEGON USA, Inc.    Insurance
Stonebridge Benefit Services, Inc.    Delaware    100% Commonwealth General Corporation    Health discount plan
Stonebridge Casualty Insurance Company    Ohio    100% AEGON USA, Inc.    Insurance company
Stonebridge Group, Inc.    Delaware    100% Commonwealth General Corporation    General purpose corporation
Stonebridge International Insurance Ltd.    UK    100% Cornerstone International Holdings Ltd.    General insurance company
Stonebridge International Marketing Ltd.    UK    100% Cornerstone International Holdings Ltd.    Marketing
Stonebridge Life Insurance Company    Vermont    100% Commonwealth General Corporation    Insurance company
Stonebridge Reinsurance Company    Vermont    100% Stonebridge Life Insurance Company    Captive insurance company
TA Air XI, Corp.    Delaware    100% TCFC Air Holdings, Inc.    Special purpose corporation
TAH-MCD IV, LLC    Iowa    100% Transamerica Affordable Housing, Inc.    Serve as the general partner for McDonald Corporate Tax Credit Fund IV Limited Partnership
TBC III, Inc.    Delaware    100% TFCFC Asset Holdings, Inc.    Special purpose corporation
TBK Insurance Agency of Ohio, Inc.    Ohio    500 shares non-voting common stock owned by Transamerica Financial Advisors, Inc.; 1 share voting common stock owned by James Krost    Variable insurance contract sales in state of Ohio
TCF Asset Management Corporation    Colorado    100% TCFC Asset Holdings, Inc.    A depository for foreclosed real and personal property
TCFC Air Holdings, Inc.    Delaware    100% Transamerica Commercial Finance Corporation, I    Holding company
TCFC Asset Holdings, Inc.    Delaware    100% Transamerica Commercial Finance Corporation, I    Holding company
TCFC Employment, Inc.    Delaware    100% Transamerica Commercial Finance Corporation, I    Used for payroll for employees at TFC
TFC Properties, Inc.    Delaware    100% Transamerica Corporation    Holding company
The AEGON Trust Advisory Board: Donald J. Shepard, Joseph B.M. Streppel, Alexander R. Wynaendts, and Craig D. Vermie    Delaware       Voting Trust
The Insurance Agency for the American Working Family, Inc.    Maryland    100% Veterans Life Insurance Company    Insurance
The RCC Group, Inc.    Delaware    100% FGH USA LLC    Real estate
TIHI Mexico, S. de R.L. de C.V.    Mexico    95% TIHI; 5% TOLIC    To render and receive all kind of administrative, accountant, mercantile and financial counsel and assistance to and from any other Mexican or foreign corporation, whether or not this company is a shareholder of them
Transamerica Accounts Holding Corporation    Delaware    100% TCFC Asset Holdings, Inc.    Holding company
Transamerica Affinity Services, Inc.    Maryland    100% AEGON Direct Marketing Services, Inc.    Marketing company
Transamerica Affordable Housing, Inc.    California    100% TRS    General partner LHTC Partnership

As of 1/1/2007

   Page 11


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Transamerica Annuity Service Corporation    New Mexico    100% TSC    Performs services required for structured settlements
Transamerica Aviation LLC    Delaware    100% TCFC Air Holdings, Inc.    Special purpose corporation
Transamerica Capital, Inc.    California    100% AUSA Holding Co.    Broker/Dealer
Transamerica China Investments Holdings Limited    Hong Kong    99% TOLIC    Holding company
Transamerica Commercial Finance Corporation, I    Delaware    100% TFC    Holding company
Transamerica Consultora Y Servicios Limitada    Chile    95% TOLIC; 5% Transamerica International Holdings, Inc.    Special purpose limited liability corporation
Transamerica Consumer Finance Holding Company    Delaware    100% TCFC Asset Holdings, Inc.    Consumer finance holding company
Transamerica Corporation    Delaware    100% The AEGON Trust    Major interest in insurance and finance
Transamerica Corporation (Oregon)    Oregon    100% Transamerica Corp.    Holding company
Transamerica Direct Marketing Asia Pacific Pty Ltd.    Australia    100% AEGON DMS Holding B.V.    Holding company
Transamerica Direct Marketing Australia Pty Ltd.    Australia    100% Transamerica Direct Marketing Asia Pacific Pty Ltd.    Marketing/operations company
Transamerica Direct Marketing Group, Mexico S.A. de C.V.    Mexico    100% AEGON DMS Holding B.V.    Provide management advisory and technical consultancy services.
Transamerica Direct Marketing Group-Mexico Servicios S.A. de C.V.    Mexico    100% AEGON DMS Holding B.V.    Provide marketing, trading, telemarketing and advertising services in favor of any third party, particularly in favor of insurance and reinsurance companies.
Transamerica Direct Marketing Japan K.K.    Japan    100% AEGON DMS Holding B.V.    Marketing company
Transamerica Direct Marketing Korea Ltd.    Korea    99% AEGON DMS Holding B.V.: 1% AEGON International N.V.    Marketing company
Transamerica Direct Marketing Taiwan, Ltd.    Taiwan    100% AEGON DMS Holding B.V.    Authorized business: Enterprise management consultancy, credit investigation services, to engage in business not prohibited or restricted under any law of R.O.C., except business requiring special permission of government
Transamerica Direct Marketing (Thailand), Ltd.    Thailand    93% Transamerica International Direct Marketing Consultants, LLC; remiaining 7% held by various AEGON employees    Marketing of insurance products in Thailand
Transamerica Distribution Finance - Overseas, Inc.    Delaware    100% TCFC Asset Holdings, Inc.    Commercial Finance
Transamerica Finance Corporation (“TFC”)    Delaware    100% Transamerica Corp.    Commercial & Consumer Lending & equipment leasing
Transamerica Financial Advisors, Inc.    Delaware    100% TSC    Broker/dealer
Transamerica Financial Institutions,Inc.    Minnesota    100% AEGON Financial Services Group,Inc.    Inactive
Transamerica Financial Life Insurance Company    New York    87.40% AEGON USA, Inc.; 12.60% TOLIC    Insurance
Transamerica Financial Resources Ins. Agency of Alabama, Inc.    Alabama    100% Transamerica Financial Advisors, Inc.    Insurance agent & broker
Transamerica Fund Advisors, Inc.    Florida    Western Reserve Life Assurance Co. of Ohio owns 77%; AUSA Holding Co. owns - 23%    Fund advisor
Transamerica Fund Services, Inc.    Florida    Western Reserve Life Assurance Co. of Ohio owns 44%; AUSA Holding Company owns 56%    Mutual fund
Transamerica Funding LP    U.K.    99% Transamerica Leasing Holdings, Inc.; 1% Transamerica Commercial Finance Corporation, I    Intermodal leasing
Transamerica Holding B.V.    Netherlands    100% AEGON International N.V.    Holding company

As of 1/1/2007

   Page 12


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Transamerica Home Loan    California    100% Transamerica Finance Corporation    Consumer mortgages
Transamerica IDEX Mutual Funds    Delaware    100% AEGON/Transamerica Fund Advisers, Inc.    Mutual fund
Transamerica Income Shares, Inc.    Maryland    100% AEGON/Transamerica Fund Advisers, Inc.    Mutual fund
Transamerica Insurance Marketing Asia Pacific Pty Ltd.    Australia    100% Transamerica Direct Marketing Asia Pacific Pty Ltd.    Insurance intermediary
Transamerica Direct Marketing Consultants, LLC    Maryland    51% Hugh J. McAdorey; 49% AEGON Direct Marketing Services, Inc.    Provide consulting services ancillary to the marketing of insurance products overseas.
Transamerica International Direct Marketing Group, Inc.    Maryland    100% Monumental General Insurance Group, Inc.    Marketing arm for sale of mass marketed insurance coverage
Transamerica International Holdings, Inc.    Delaware    100% AEGON USA, Inc.    Investments
Transamerica International RE (Bermuda) Ltd.    Bermuda    100% AEGON USA, Inc.    Reinsurance
Transamerica Investment Management, LLC    Delaware    80% Transamerica Investment Services, Inc. as Original Member; 20% owned by Professional Members (employees of Transamerica Investment Services, Inc.)    Investment advisor
Transamerica Investment Services, Inc. (“TISI”)    Delaware    100% Transamerica Corp.    Holding company
Transamerica Investors, Inc.    Maryland    Maintains advisor status    Advisor
Transamerica Leasing Holdings, Inc.    Delaware    100% Transamerica Finance Corporation    Holding company
Transamerica Life (Bermuda) Ltd.    Bermuda    100% Transamerica Occidental Life Insurance Company    Long-term life insurer in Bermuda—will primarily write fixed universal life and term insurance
Transamerica Life Canada    Canada    AEGON Canada Inc. owns 9,600,000 shares of common stock; AEGON International N.V. owns 3,568,941 shares of common stock and 184,000 shares of Series IV Preferred stock.    Life insurance company
Transamerica Life Insurance Company    Iowa    316,955 shares Common Stock owned by Transamerica Occidental Life Insurance Company; 87,755 shares Series B Preferred Stock owned by AEGON USA, Inc.    Insurance
Transamerica Marketing E Correctora De Seguros De Vida Do Brazil Ltda.    Brazil    749,000 quotes shares owned by AEGON DMS Holding B.V.; 1 quota share owned by AEGON International N.V.    Brokerage company
Transamerica Mezzanine Financing Inc.    Delaware    100% TCFC Asset Holdings, Inc.    Holding company
Transamerica Minerals Company    California    100% TRS    Owner and lessor of oil and gas properties
Transamerica Oakmont Corporation    California    100% Transamerica Products, Inc.    General partner retirement properties
Transamerica Oakmont Retirement Associates    California    Co-General Partners are Transamerica Oakmont Corporation and Transamerica Products I (Administrative General Partner)    Senior living apartments

As of 1/1/2007

   Page 13


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

Transamerica Occidental Life Insurance Company (“TOLIC”)    Iowa    1,104,117 shares Common Stock owned by Transamerica Service Company; 1,103,466 shares of Preferred Stock owned by Transamerica Corporation    Life Insurance
Transamerica Occidental’s Separate Account Fund C    California    100% TOLIC    Mutual fund
Transamerica Pacific Insurance Company, Ltd.    Hawaii    100% Transamerica Corp.    Life insurance
Transamerica Products, Inc. (“TPI”)    California    100% TSC    Holding company
Transamerica Pyramid Properties LLC    Iowa    100% TOLIC    Realty limited liability company
Transamerica Re Consultoria em Seguros e Servicos Ltda    Brazil    95% TOLIC; 5% Transamerica International Holdings, Inc.    Insurance and reinsurance consulting
Transamerica Realty Investment Properties LLC    Delaware    100% TOLIC    Realty limited liability company
Transamerica Realty Services, LLC (“TRS”)    Delaware    100% AEGON USA Realty Advisors, Inc.    Real estate investments
Transamerica Retirement Communities S.F., Inc.    Delaware    100% TFC Properties, Inc.    Inactive
Transamerica Retirement Communities S.J., Inc.    Delaware    100% TFC Properties, Inc.    Inactive
Transamerica Securities Sales Corp.    Maryland    100% TSC    Life insurance sales
Transamerica Service Company (“TSC”)    Delaware    100% TIHI    Holding company
Transamerica Small Business Capital, Inc.    Delaware    100% TCFC Asset Holdings, Inc.    Holding company
Transamerica Trailer Leasing AG    Switzerland    100% Transamerica Leasing Holdings, Inc.    Leasing
Transamerica Trailer Leasing Sp. Z.O.O.    Poland    100% Transamerica Leasing Holdings, Inc.    Leasing
Transamerica Vendor Financial Services Corporation    Delaware    100% TCFC Asset Holdings, Inc.    Provides commercial leasing
Unicom Administrative Services, Inc.    Pennsylvania    100% Academy Insurance Group, Inc.    Provider of admin. services
United Financial Services, Inc.    Maryland    100% AEGON USA, Inc.    General agency
Universal Benefits Corporation    Iowa    100% AUSA Holding Co.    Third party administrator
USA Administration Services, Inc.    Kansas    100% TOLIC    Third party administrator
Valley Forge Associates, Inc.    Pennsylvania    100% Ampac Insurance Agency, Inc. (EIN #27-1720755)    Furniture & equipment lessor
Veterans Insurance Services, Inc.    Delaware    100% Ampac Insurance Agency, Inc. (EIN #27-1720755)    Special-purpose subsidiary
Veterans Life Insurance Company    Illinois    100% AEGON USA, Inc.    Insurance company
Westcap Investors, LLC    Delaware    100% Transamerica Investment Management, LLC    Inactive
Westcap Investors Series Fund, LLC    Delaware    Transamerica Investment Management, LLC is the Managing Member    This Series Fund is an unregistered investments vehicle for Transamerica Investment Management, LLC (former Westcap Investors, LLC) clients are Members
Western Reserve Life Assurance Co. of Ohio    Ohio    100% AEGON USA, Inc.    Insurance
WFG China Holdings, Inc.    Delaware    100% World Financial Group, Inc.    Hold interest in Insurance Agency located in Peoples Republic of China
WFG Insurance Agency of Puerto Rico, Inc.    Puerto Rico    100% World Financial Group Insurance Agency, Inc.    Insurance agency
WFG Properties Holdings, LLC    Georgia    100% World Financial Group, Inc.    Marketing
WFG Property & Casualty Insurance Agency of California, Inc.    California    100% WFG Property & Casualty Insurance Agency, Inc.    Insurance agency
WFG Property & Casualty Insurance Agency of Nevada, Inc.    Nevada    100% WFG Property & Casualty Insurance Agency, Inc.    Insurance agency

As of 1/1/2007

   Page 14


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities Owned

  

Business

WFG Property & Casualty Insurance Agency, Inc.    Georgia    100% World Financial Group Insurance Agency, Inc.    Insurance agency
WFG Reinsurance Limited    Bermuda    100% World Financial Group, Inc.    Reinsurance
WFG Securities of Canada, Inc.    Canada    100% World Financial Group Holding Company of Canada, Inc.    Mutual fund dealer
World Financial Group Holding Company of Canada Inc.    Canada    100% TIHI    Holding company
World Financial Group Insurance Agency of Canada Inc.    Ontario    50% World Financial Group Holding Co. of Canada Inc.; 50% World Financial Group Subholding Co. of Canada Inc.    Insurance agency
World Financial Group Insurance Agency of Hawaii, Inc.    Hawaii    100% World Financial Group Insurance Agency, Inc.    Insurance agency
World Financial Group Insurance Agency of Massachusetts, Inc.    Massachusetts    100% World Financial Group Insurance Agency, Inc.    Insurance agency
World Financial Group Insurance Agency of Wyoming, Inc.    Wyoming    100% World Financial Group Insurance Agency, Inc.    Insurance agency
World Financial Group Insurance Agency, Inc.    California    100% Western Reserve Life Assurance Co. of Ohio    Insurance agency
World Financial Group Subholding Company of Canada Inc.    Canada    100% World Financial Group Holding Company of Canada, Inc.    Holding company
World Financial Group, Inc.    Delaware    100% AEGON Asset Management Services, Inc.    Marketing
World Group Securities, Inc.    Delaware    100% AEGON Asset Management Services, Inc.    Broker-dealer
Zahorik Company, Inc.    California    100% AUSA Holding Co.    Inactive

As of 1/1/2007

   Page 15


Item 27.    Number of Policyowners

 

As of September 28, 2007, there were 8,774 Owners of the Policies.

 

Item 28.    Indemnification

 

The Iowa Code (Sections 490.850 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 Underwriters

 

(a) Transamerica Capital, Inc. serves as the principal underwriter for:

 

Transamerica Capital, Inc. serves as the principal underwriter for the Retirement Builder Variable Annuity Account, Separate Account VA A, Separate Account VA B, Separate Account VA C, Separate Account VA D, Separate Account VA E, Separate Account VA F, Separate Account VA I, Separate Account VA J, Separate Account VA K, Separate Account VA L, Separate Account VA P, Separate Account VA Q, Separate Account VA R, Separate Account VA S, Separate Account VA W, Separate Account VA X, Separate Account VA Y; Separate Account VA Z; Separate Account VA-1, Separate Account VA-6, Separate Account VA-7, Separate Account VA-8, Transamerica Corporate Separate Account Sixteen, Separate Account VL A and Separate Account VUL A. These accounts are separate accounts of Transamerica Life Insurance Company.

 

Transamerica Capital, Inc. serves as principal underwriter for Separate Account VA BNY, Separate Account VA QNY, Separate Account VA WNY, TFLIC Separate Account VNY, Separate Account VA-2LNY, TFLIC Separate Account C, Separate Account VA-5NLNY, Separate Account VA-6NY, Separate Account VA GNY, TFLIC Series Annuity Account and TFLIC Series Life Account. These accounts are separate accounts of Transamerica Financial Life Insurance Company.

 

Transamerica Capital, Inc. serves as principal underwriter for Separate Account VA U, Separate Account VA V, Separate Account VA AA, WRL Series Life Account, WRL Series Life Account G, WRL Series Life Corporate Account, WRL Series Annuity Account and WRL Series Annuity Account B. These accounts are separate accounts of Western Reserve Life Assurance Co. of Ohio.

 

Transamerica Capital, Inc. also serves as principal underwriter for Separate Account VA-2L, Separate Account VA-5, and Transamerica Occidental Life Separate Account VUL-3. These accounts are separate accounts of Transamerica Occidental Life Insurance Company.

 

Transamerica Capital, Inc. also serves as principal underwriter for Separate Account VA WM, Separate Account VA BB, Separate Account VA CC, Separate Account VA DD, Separate Account VL E. This account is a separate account of Monumental Life Insurance Company.

 

Transamerica Capital, Inc. also serves as principal underwriter for AEGON/Transamerica Series Trust, Transamerica IDEX Mutual Funds and Transamerica Investors, Inc.


(b)    Directors and Officers of Transamerica Capital, Inc.:

Name


  

Principal

Business Address


 

Position and Offices with Underwriter


Phillip S. Eckman    (2)   Director
Paula G. Nelson    (2)   Director, Chief Executive Officer and President
Larry N. Norman    (1)   Director
John Mallett    (1)   Director
Linda S. Gilmer    (1)   Vice President
Frank A. Camp    (1)   Corporate Secretary
Michael W. Brandsma    (3)   Chief Financial Officer and Executive Vice President
Jay A. Hewitt    (2)   Managing Director and Executive Vice President
Robert R. Frederick    (1)   Managing Director and Executive Vice President
Lon J. Olejniczak    (1)   Managing Director and Executive Vice President
Courtney A. John    (3)   Chief Compliance Officer and Vice President
Darin D. Smith    (1)   Assistant Vice President
Brenda L. Smith    (4)   Assistant Vice President
Priscilla I. Hechler    (4)   Assistant Vice President and Assistant Secretary
Arthur D. Woods    (4)   Assistant Vice President
Dennis P. Gallagher    (4)   Assistant Vice President
Kyle A. Keelan    (4)   Assistant Vice President
Christy Post-Rissin    (4)   Assistant Vice President
Frank J. Rosa    (4)   Assistant Vice President
John W. Fischer    (4)   Assistant Vice President
Amy Boyle    (4)   Assistant Vice President
Clifton W. Flenniken, III    (5)   Assistant Vice President
Erin K. Burke    (1)   Assistant Secretary
Jeffrey Eng    (2)   Assistant Secretary
Karen D. Heburn    (4)   Vice President
Tamara D. Barkdoll    (3)   Assistant Secretary

(1)    4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001

(2)    600 S. Hwy 169, Suite 1800, Minneapolis, MN 55426

(3)    4600 S Syracuse St, Suite 1100, Denver, CO 80237-2719

(4)    570 Carillon Parkway, St. Petersburg, FL 33716

(5)    1111 North Charles Street, Baltimore, MD 21201


(c)    Compensation to Principal Underwriter:

Name of Principal Underwriter


  

Net Underwriting

Discounts and

Commissions(2)


  

Compensation on
Redemption


  

Brokerage
Commissions


  

Compensation


AFSG Securities Corporation(1)

   $828,102    0    0    0

Transamerica Capital, Inc.

   0    0    0    0

(1)      Effective May 1, 2007, Transamerica Capital, Inc. replaced AFSG Securities Corporation as principal underwriter for the policies.

(2)      Fiscal Year 2006

 

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 Manager Regulatory Filing Unit Transamerica, at 4 Manhattanville Road, Purchase, New York 10577, or its Service Office, Financial Markets Group—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 Transamerica at the address or phone number listed in the Prospectus.

 

(d) Transamerica 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 Transamerica.

 

Section 403(b) Representations

 

Transamerica 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.


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 Securities Act 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 17th day of December, 2007.

 

SEPARATE ACCOUNT VA B

TRANSAMERICA LIFE INSURANCE COMPANY

Depositor

*
Larry N. Norman
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 dates indicated.

 

Signatures

  

Title

 

Date

*

Ronald L. Ziegler

   Director and Vice President                       , 2007

*

Craig D. Vermie

   Director, Secretary, Senior Vice President, and General Counsel                       , 2007

*

Larry N. Norman

   Director, President, and Chairman of the Board                       , 2007

*

Arthur C. Schneider

   Director, Chief Tax Officer, and Senior Vice President                       , 2007

*

Eric J. Martin

   Vice President and Corporate Controller                       , 2007

*

Brenda K. Clancy

   Executive Vice President, Chief Operations Officer, and Director                       , 2007

*

Darryl D. Button

   Senior Vice President and Chief Financial Officer                       , 2007

/s/ Darin D. Smith

*By: Darin D. Smith

   Vice President, Assistant Secretary, and APS General Counsel   December 17, 2007

*By: Darin D. Smith – Attorney-in-Fact pursuant to powers of attorney filed previously and herewith.