485BPOS 1 d485bpos.htm 485BPOS 485BPOS

As filed with the Securities and Exchange Commission on August 6, 2010

 

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. 37

 

and

 

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

 

Amendment No. 82

 

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. 20004-2415


Title of Securities Being Registered:

Flexible Premium Variable Annuity Policies

 

It is proposed that this filing will become effective:

 

x immediately upon filing pursuant to paragraph (b) of Rule 485

 

¨       on August 16, 2010 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


This Registration Statement incorporates by reference Parts A and B included in Post-Effective Amendment No. 36 to the Registrant’s Registration Statement on Form N-4 (File Nos. 33-56908/811-06032), dated May 1, 2010, that was filed with the Commission on April 27, 2010, pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933.

This Registration also incorporates by reference the Prospectus, Statement of Additional Information and Supplements dated May 1, 2010 filed on May 3, 2010 pursuant to Rule 497 under the Securities Act of 1933.

This Registration also incorporates by reference the supplement dated June 14, 2010, that was filed with the Commission on June 14, 2010 pursuant to Rule 497 under the Securities Act of 1933.


TRANSAMERICA FREEDOM VARIABLE ANNUITY

Issued Through

SEPARATE ACCOUNT VA B

By

TRANSAMERICA LIFE INSURANCE COMPANY

Supplement dated August 6, 2010

to the

Prospectus dated May 1, 2010

This Prospectus Supplement must be accompanied or preceded

by the Prospectus for the

Transamerica Freedom Variable Annuity dated May 1, 2010.

Effective on or about August 16, 2010, the following new feature will be available for purchase and is being added to this prospectus.

The following hereby supplements SUMMARY section “5. EXPENSES” in the prospectus.

If you elect the Income LinkSM Rider, there is a rider fee during the accumulation phase of 0.90% (on an annual basis) of the withdrawal base charged quarterly.

The following hereby supplements SUMMARY Section 10. Additional Features in the prospectus.

 

 

You may elect to purchase an optional rider which provides you with a guaranteed lifetime withdrawal benefit that uses a higher withdrawal percentage for a defined period of time and then resets to a lower percentage. This feature is called the “Income LinkSM Rider.” If you elect the Income LinkSM Rider, you must allocate 100% of your policy value to one or more “designated investment option(s).” (See “Income LinkSM Rider - Designated Investment Options”.) You may lose the benefit of this rider if you take non-Income LinkSM rider systematic withdrawals. There is an extra charge for this rider.

The following hereby replaces the corresponding ANUITY POLICY FEE TABLE AND EXPENSE EXAMPLES in the prospecuts.

ANNUITY POLICY FEE TABLE AND EXPENSE EXAMPLES

The following describes the fees and expenses that you will pay when buying, owning, and surrendering the policy. Please be certain to review the notes following the fee table and expense examples for further information about the fees and charges presented. The order of the notes follows the order in which the fees and charges under the policy are presented in the fee tables and the expense examples.

The first section 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. Excess interest adjustments may be made to amounts surrendered or applied to annuity payment options from cash value from the fixed account. (All fees are maximum for purchases made while this prospectus is effective unless otherwise noted.)

 

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Policy Owner Transaction Expenses:

  

Sales Load On Purchase Payments

   0

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

  

Base Policy

   0

Transfer Fee

   $0 - $10   

Special Service Fee

   $0 - $25   

The next section describes the fees and expenses that you will pay periodically during the time that you own the policy, not including portfolio fees and expenses. (All fees are maximum for purchases made while this prospectus is effective unless otherwise noted.)

 

Annual Service Charge

   $ 0 - $35 per policy   

Separate Account Annual Expenses (as a percentage, annually, of average separate account value):

  

Base Separate Account Expenses:

  

Mortality and Expense Risk Fee

     1.55

Administrative Charge

     0.15

Total Base Separate Account Annual Expenses

     1.70
        

Optional Separate Account Expenses:

  

Annual Step-Up Death Benefit

     0.20

Fund Facilitation Fee

     0.30

Total Separate Account Annual Expenses with Highest Optional Separate Account Expenses

     2.20
        

Optional Rider Fees:

  

Additional Death Distribution (annual charge based on policy value)

     0.25

Additional Death Distribution+ (annual charge based on policy value)

     0.55

Living Benefits Rider (annual charge, a % of Total Withdrawal Base)

     0.90

Retirement Income ChoiceSM 1.2 Rider (annual charge, a % of withdrawal base):

  

Base Benefit Open Allocation Option (Maximum)

     1.85

Base Benefit Open Allocation Option (Current)

     1.10

Base Benefit Designated Allocation Group A (Maximum)

     2.00

Base Benefit Designated Allocation Group A (Current)

     1.25

Base Benefit Designated Allocation Group B (Maximum)

     1.65

Base Benefit Designated Allocation Group B (Current)

     0.90

Base Benefit Designated Allocation Group C (Maximum)

     1.15

Base Benefit Designated Allocation Group C (Current)

     0.40

Additional Benefits available with the Retirement Income ChoiceSM 1.2 Rider:

  

Death Benefit (Single Life Option)

     0.25

Death Benefit (Joint Life Option)

     0.20

Income Enhancement Benefit (Single Life Option)

     0.15

 

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Income Enhancement Benefit (Joint Life Option)

   0.30

Maximum Total Retirement Income ChoiceSM 1.2 Rider Fees (Joint Life)with Highest Combination of Benefits

   2.50
      

Current Total Retirement Income ChoiceSM 1.2 Rider Fees (Joint Life)with Highest Combination of Benefits

   1.75
      

Retirement Income ChoiceSM 1.4 Rider (annual charge, a % of withdrawal base):

  

Base Benefit Designated Allocation Group A (Maximum)

   2.00

Base Benefit Designated Allocation Group A (Current)

   1.25

Base Benefit Designated Allocation Group B (Maximum)

   1.65

Base Benefit Designated Allocation Group B (Current)

   0.90

Base Benefit Designated Allocation Group C (Maximum)

   1.15

Base Benefit Designated Allocation Group C (Current)

   0.40

Additional Benefits available with the Retirement Income ChoiceSM 1.4 Rider:

  

Death Benefit (Single Life Option)

   0.25

Death Benefit (Joint Life Option)

   0.20

Income Enhancement Benefit (Single Life Option)

   0.15

Income Enhancement Benefit (Joint Life Option)

   0.30

Maximum Total Retirement Income ChoiceSM 1.4 Rider Fees (Joint Life) with Highest Combination of Benefits

   2.50
      

Current Total Retirement Income ChoiceSM 1.4 Rider Fees (Joint Life) with Highest Combination of Benefits

   1.75
      

Income LinkSM Rider (annual charge a - % of withdrawal base):

  

Base Benefit (Maximum)

   1.65

Base Benefit (Current)

   0.90

The next section shows the lowest and highest total operating expenses charged by the underlying fund portfolios for the year ended December 31, 2009 (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 (Expenses that are deducted from portfolio assets, including management fees, distribution and/or service 12b-1 fees, and other expenses):

 

Lowest Gross

   0.54

Highest Gross

   12.53

The following 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.

 

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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, 2009, and the base policy with the combination of available optional features or riders with the highest fees and expenses, including the Highest Fund Facilitation Fee, Annual Step-Up Death Benefit, Additional Death Distribution+ Rider, and Retirement Income ChoiceSM 1.2 Rider - Joint Life with additional Death Benefit and Income Enhancement options. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Expense Examples:

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

 

1 Year

   $ 1638

3 Years

   $ 4431

5 Years

   $ 6686

10 Years

   $ 10,610

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

 

1 Year

   $ 1638

3 Years

   $ 4431

5 Years

   $ 6686

10 Years

   $ 10,610

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.”

NOTES TO FEE TABLE AND EXPENSE EXAMPLES

Annuity Policy Fee Table and Expense Examples: 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”.

Policy Owner Transaction Expenses:

Maximum Surrender Charge: If you select the Life with Emergency Cash® annuity payment option, you will be subject to a surrender charge after the annuity commencement date. See section “5. Expenses”.

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

Special Service Fees: We may deduct a charge for special services, such as overnight delivery.

 

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Annual Service Charge:

Annual Service Charge: The annual service charge is assessed on each policy anniversary and at surrender. The charge is waived if your policy value, or the sum of your premiums less all partial surrenders, is at least $50,000.

Separate Account Annual Expenses:

Mortality and Expense Risk Fee: The mortality and expense risk fee shown is for the accumulation phase with the base death benefit.

Optional Separate Account Expenses: Any optional separate account expense is in addition to the mortality and expense risk and administrative fees.

Fund Facilitation Fee: This daily fee is applied only to policy value in the subaccounts invested in the American Funds - Asset Allocation Fund - Class 2 (0.30%), American Funds - Bond Fund - Class 2 (0.30%), American Funds - Growth Fund - Class 2 (0.30%), American Funds - Growth-Income Fund - Class 2 (0.30%), American Funds - International Fund - Class 2 (0.30%), AllianceBernstein Balanced Wealth Strategy Portfolio - Class B (0.20%), GE Investments Total Return Fund - Class 3 (0.20%), the Franklin Templeton VIP Founding Funds Allocation Fund - Class 4 (0.15%), and the Transamerica BlackRock Global Allocation VP - Service Class (0.10%). See section “5. Expenses”.

Total Separate Account Annual Expenses with Highest Optional Separate Account Expenses: This reflects the base separate account expenses, the Annual Step-Up Death Benefit fee, plus the Fund Facilitation fee, but does not include any annual optional rider fees. The death benefits are mutually exclusive.

Optional Rider Fees:

Optional Rider Fees: In some cases, riders to the policy are available that provide optional benefits. There are additional fees (each year) for those riders.

Additional Death Distribution Rider and Additional Death Distribution+ Rider: This annual fee is a percentage of the policy value and is only deducted during the accumulation phase.

Living Benefits Rider: The annual 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 any 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.

Retirement Income ChoiceSM 1.2 Rider, Retirement Income ChoiceSM 1.4 Rider and Income LinkSM Rider - base benefit: 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

 

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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.

Retirement Income ChoiceSM 1.2 Rider and Retirement Income ChoiceSM 1.4 Rider - Additional Benefits (Single Life and Joint Life Options): You may elect the Retirement Income ChoiceSM 1.2 Rider or the Retirement Income ChoiceSM 1.4 Rider with one or more of the following options - Death Benefit or Income Enhancement Benefit. The charge for each of these options is a percentage of the Withdrawal Base and is in addition to the base benefit fee.

Maximum Total Retirement Income ChoiceSM 1.2, and Maximum Total Retirement Income ChoiceSM 1.4 Rider Fees with Highest Combination of Benefits: After the fifth rider anniversary, the base benefit rider fees can increase when there is an automatic step-up. These fee totals reflect the maximum fee increase resulting from an automatic step-up of the Withdrawal Base while the rider is in effect.

Maximum Total Income LinkSM Rider Fees: After the first rider anniversary, the base benefit rider fees can increase when there is an automatic step-up. This fee total reflects the maximum fee increase resulting from an automatic step-up of the Withdrawal Base while the rider is in effect.

Maximum Total Retirement Income ChoiceSM 1.2 Rider Fees (Joint Life) with Highest Combination of Benefits: This reflects the Base Benefit Designated Allocation Group A (Maximum), the Death Benefit (Joint Life Option), plus the Income Enhancement Benefit (Joint Life Option).

Current Total Retirement Income ChoiceSM 1.2 Rider Fees (Joint Life) with Highest Combination of Benefits: This reflects the Base Benefit Designated Allocation Group A (Current), the Death Benefit (Joint Life Option), plus the Income Enhancement Benefit (Joint Life Option).

Maximum Total Retirement Income ChoiceSM 1.4 Rider Fees (Joint Life) with Highest Combination of Benefits: This reflects the Base Benefit Designated Allocation Group A (Maximum), the Death Benefit (Joint Life Option), plus the Income Enhancement Benefit (Joint Life Option).

Current Total Retirement Income ChoiceSM 1.4 Rider Fees (Joint life) with Highest Combination of Benefits: This reflects the Base Benefit Designated Allocation group A (Current), the Death Benefit (Joint Life Option), plus the Income Enhancement Benefit (Joint Life Option).

Total Portfolio Annual Operating Expenses:

Total Portfolio Annual Operating Expenses: The fee table information relating to the underlying fund portfolios was provided to the Company by the underlying fund portfolios, their investment advisors or managers, and the Company 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.

Expense Examples:

Expense Examples: 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.

 

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The following hereby supplements the “5. EXPENSES” section in the prospectus.

Income LinkSM Rider Fee

If you elect the Income LinkSM rider, then the rider fee, which is charged quarterly before annuitization, is 0.90% (on an annual basis) of the withdrawal base.

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

The following hereby supplements the Income LinkSM Rider in the “10. ADDITIONAL FEATURES” section in the prospectus

Income LinkSM Rider

You may elect to purchase the optional Income LinkSM rider which, provides you with: (1) a guaranteed lifetime withdrawal benefit that uses a higher withdrawal percentage for a defined period of time and then resets to a lower percentage (see the “Withdrawal Options and Percentages” section); and (2) an opportunity for increases in the rider withdrawal amount. This rider is available during the accumulation phase, and requires that you allocate 100% of your policy value in certain designated investment choices which are designed to help manage the Company’s risk and support the guarantees under the rider. The tax rules for qualified policies may limit the value of this rider. Please consult a qualified tax advisor before electing the Income LinkSM rider for a qualified policy. The date this rider is added to your policy is the “rider date.” You choose the date of the first Income LinkSM rider systematic withdrawal, which is the Income LinkSM rider start date.

Income LinkSM Rider– Base Benefit

Under this benefit, you can receive up to the rider withdrawal amount each Income LinkSM rider withdrawal year (first as systematic withdrawals from your policy value and, if necessary, as systematic payments from us), beginning on the Income LinkSM rider start date and lasting until the annuitant’s death (unless your withdrawal base is reduced to zero because of a non-Income LinkSM rider systematic withdrawal; see Withdrawal Base Adjustments below). The first Income LinkSM rider withdrawal year begins on the Income LinkSM rider start date and each successive Income LinkSM rider withdrawal year begins thereafter on each anniversary of that date.

Income LinkSM Rider – Systematic Withdrawals. In order to begin receiving Income LinkSM rider systematic withdrawals, you must elect the withdrawal option and frequency (monthly, quarterly, semi-annually or annually) through which you will receive the Income LinkSM rider systematic withdrawals (for qualified policies you will also have to elect whether or not to receive your minimum required distribution amount as calculated herein). Any

 

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change to the frequency of your Income LinkSM rider systematic withdrawals will take effect at the beginning of the next Income LinkSM rider withdrawal year. Any other withdrawal, regardless of amount or timing, is a non-Income LinkSM rider systematic withdrawal. See “Withdrawal Base Adjustments”.

Of course, you can always withdraw any amount up to your cash value pursuant to your rights under the policy at your discretion however, withdrawals other than Income LinkSM rider systematic withdrawals (and certain minimum required distributions) will reduce the withdrawal base. See the “Appendix — Guaranteed Lifetime Withdrawal Benefit Adjusted Partial Surrenders - Income LinkSM Rider” for an example showing the effect of a hypothetical withdrawal in more detail.

Please note:

 

 

You will begin paying the rider charge as of the date the rider takes effect, even if you do not begin taking withdrawals for many years, or ever. We will not refund the charges you have paid under the rider if you never choose to take withdrawals and/or if you never receive any payments under the rider.

 

 

We have designed this rider to allow for Income LinkSM rider systematic withdrawals from your policy value each Income LinkSM rider withdrawal year that are less than or equal to the rider withdrawal amount. You should not purchase this rider if you plan to take withdrawals in excess of the rider withdrawal amount or on a non-systematic basis, because such withdrawals may significantly reduce or eliminate the value of the guarantees provided by the rider.

 

 

Depending on which withdrawal option you elect, your withdrawal percentage will decrease after second, third, fourth, fifth, sixth or seventh withdrawal year.

 

 

The longer you wait to start taking Income LinkSM rider systematic withdrawals under the rider, the less time you have to benefit from the guarantee because of decreasing life expectancy as you age. You should carefully consider when to begin making withdrawals. There is a risk that you will not begin making withdrawals at the most financially beneficial time for you.

 

 

Because the guaranteed lifetime withdrawal benefit under this rider is accessed through regular Income LinkSM rider systematic withdrawals that do not exceed the rider withdrawal amount, the rider may not be appropriate for you if you do not foresee a need for liquidity and your primary objective is to take maximum advantage of the tax deferral aspect of the policy.

 

 

All policy value must be allocated to a limited number of specified funds. You should consult with your registered representative to assist you in determining whether these certain investment options are suited for your financial needs and risk tolerance.

 

 

Any withdrawal that is not an Income LinkSM rider systematic withdrawal (or certain minimum required distributions) will decrease the withdrawal base; the impact may be on a greater than dollar-for-dollar basis.

 

 

During any Income LinkSM rider withdrawal year, if there is a withdrawal base adjustment, the remaining rider withdrawal amount and the Income LinkSM rider systematic withdrawal amount will increase or decrease by the same percentage as the withdrawal base.

 

 

Upon the death of the annuitant (or the death of the surviving spouse if the joint option is elected), the Income LinkSM rider terminates and all benefits thereunder cease.

 

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The only way to receive withdrawals (either Income LinkSM rider systematic withdrawals or minimum required distributions) without causing an adjustment to the withdrawal base is to use the Income LinkSM rider systematic withdrawal programs.

Like all withdrawals, Income LinkSM rider systematic withdrawals while this rider is in effect also:

 

 

reduce your policy value;

 

 

reduce the amount you can withdraw “adjustment free” as a minimum required distribution;

 

 

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 systematically each Income LinkSM rider withdrawal year from your policy value without causing an adjustment. See “Withdrawal Base Adjustments” below. You must use a systematic withdrawal program to withdraw your rider withdrawal amount. Such withdrawals are Income LinkSM rider systematic withdrawals. Any withdrawal other than an Income LinkSM rider systematic withdrawal is considered a non-Income LinkSM rider systematic withdrawal and will result in a withdrawal base adjustment (except for certain minimum required distributions, see “Minimum Required Distribution”).

The annual rider withdrawal amount is zero until Income LinkSM rider start date. On the Income LinkSM rider start date and at the beginning of each Income LinkSM rider withdrawal year thereafter, the annual rider withdrawal amount is equal to the applicable withdrawal percentage (based on the withdrawal option you elect) multiplied by the withdrawal base. During any Income LinkSM rider withdrawal year, the rider withdrawal amount and Income LinkSM rider systematic withdrawal amount may be adjusted up or down as described in the Withdrawal Base Adjustment section.

Minimum Required Distribution: Prior to the Income LinkSM rider start date, the systematic withdrawal of the minimum required distribution amount (determined as set forth below) will not cause an adjustment. After the Income LinkSM rider start date, the withdrawal of the minimum required distribution amount (determined as set forth below) will not cause an adjustment to the withdrawal base; however, it must be withdrawn pursuant to an Income LinkSM rider systematic withdrawal program whereby you will receive your Income LinkSM rider systematic withdrawals and any remaining minimum required distribution amount as calculated herein distributed at the end of the applicable calendar year (not at the end of the applicable rider year).

If the plan participant (generally the annuitant) is at least 70 1/2 years old, you can withdraw via a systematic withdrawal option, an amount equal to any minimum required distribution amount (for the tax year on that rider anniversary) 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). Minimum

 

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required distribution amounts calculated as set forth above and taken via a systematic withdrawal option will not cause an adjustment under this provision of the rider. Any withdrawal during a calendar year will reduce the withdrawal base adjustment free minimum required distribution amount for that year.

Please note: If you want to change the mode of the systematic withdrawal through which you are receiving your “adjustment free” minimum required distribution, your change will not take effect until the next anniversary of your systematic withdrawal program. Likewise, if you stop a systematic withdrawal program you cannot restart a new systematic program until the date that would have been the anniversary of the systematic withdrawal program you stopped. (For example, if you started a monthly systematic withdrawal program to receive your “adjustment free” minimum required distribution amount on August 19, 2010, and stopped it on December 21, 2010, you could not restart a new systematic withdrawal program until August 19, 2011.)

If your policy value reaches zero, then 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 benefits guaranteed by this rider after your policy value reaches zero, you must select the amount and frequency of future payments. Once selected, the amount and frequency cannot be changed.

Please note:

 

 

The rider withdrawal amount will be zero until the Income LinkSM rider start date, however, you will still be charged a rider fee prior to this time.

 

 

You cannot carry over any portion of your rider withdrawal amount that is not withdrawn during an Income LinkSM rider withdrawal year for withdrawal in a future Income LinkSM rider withdrawal year. This means that if you do not take the entire rider withdrawal amount during an Income LinkSM rider withdrawal year, you cannot take more than the rider withdrawal amount in the next Income LinkSM rider withdrawal year and maintain the rider’s guarantees.

 

 

Non-Income LinkSM rider systematic withdrawals may cause you to lose the benefit of the rider.

 

 

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

 

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Withdrawal Options and Percentages. We use the withdrawal percentage to calculate the rider withdrawal amount. The withdrawal percentage is determined by the withdrawal option you select. The withdrawal percentages, categorized by withdrawal option, are as follows:

 

Withdrawal

Option—

number years

at increased rate

 

Withdrawal

Percentage—

Single Life

                             Option                            

 

Withdrawal

Percentage—

Joint Life

                                 Option                                 

7 years

  5% for 7 years and 4% thereafter   4.5% for 7 years and 3.5% thereafter

6 years

  6% for 6 years and 4% thereafter   5.5% for 6 years and 3.5% thereafter

5 years

  7% for 5 years and 4% thereafter   6.5% for 5 years and 3.5% thereafter

4 years

  8% for 4 years and 4% t hereafter   7.5% for 4 years and 3.5% thereafter

3 years

  9% for 3 years and 4% thereafter   8.5% for 3 years and 3.5% thereafter

2 years

  10% for 2 years and 4% thereafter   9.5% for 2 years and 3.5% thereafter

Please note, once established, the withdrawal percentage will not increase.

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 due to non-Income LinkSM rider systematic withdrawals.

Please note:

 

 

We determine the withdrawal base solely to calculate the rider withdrawal amount. Your withdrawal base is not a cash value, a surrender value, or a death benefit. It is not available for withdrawal, it is not a minimum return for any subaccount, and it is not a guarantee of policy value.

 

 

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 the policy value decreases before you elect the rider.

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

 

 

current withdrawal base or;

 

 

the Automatic Step-up amount (see “Automatic Step-Up” below).

 

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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 non-Income LinkSM rider systematic withdrawal occurred, or (2) the policy value on the rider anniversary.

The rider fee percentage may increase (or decrease) at the time of any automatic step-up. The rider fee percentage will not exceed the maximum rider fee percentage in the fee table.

Please note:

 

 

The withdrawal base “steps-up” on rider anniversaries whereas a Income LinkSM rider withdrawal year begins on the Income Link SM rider start date and each anniversary thereof.

 

 

If an automatic step-up occurs, your remaining rider withdrawal amount and Income LinkSM rider systematic withdrawal amount is proportionally increased for the remainder of that Income LinkSM rider withdrawal year.

Automatic Step-Up Opt Out. Each time an automatic step-up results 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 the rider anniversary on which the automatic step-up occurred. We must receive your rejection (each time you elect to opt out), in good order, at our Administrative and Service Office within the same 30 day period after the rider anniversary on which the automatic step-up occurred. Opting out of one step-up does not operate as an opt-out of any future step-ups.

Withdrawal Base Adjustments. Premium additions will increase the withdrawal base on a dollar-for-dollar basis. See “Automatic Step-Up” for a description of how automatic step-ups increase the withdrawal base.

Income LinkSM rider systematic withdrawals up to the rider withdrawal amount will not reduce the withdrawal base. Non-Income LinkSM rider systematic withdrawals will reduce the withdrawal base, however, by the greater of the dollar amount of the withdrawal (if the policy value is greater than the withdrawal base) or a pro rata amount (in proportion to the reduction in the policy value when the policy value is less than the withdrawal base), possibly to zero. See “Appendix - Guaranteed Lifetime Withdrawal Benefit Adjusted Partial Surrenders - Income LinkSM Rider” for examples showing the effect of hypothetical withdrawals in more detail. The effect of a negative adjustment is amplified if the policy value is less than the withdrawal base. See the “Appendix - Guaranteed Lifetime Benefit Adjustment Partial Surrenders - Income LinkSM Rider” for examples showing the effect of hypothetical non-Income LinkSM rider systematic withdrawals in more detail, including a non-Income LinkSM rider systematic withdrawal that reduces the withdrawal base by a pro rata amount. Withdrawal base adjustments occur immediately following premium additions or non-Income LinkSM rider systematic withdrawals. If you take a non-Income LinkSM rider systematic withdrawal that reduces your policy value (and withdrawal base) to zero, then the Income LinkSM rider will terminate and you will lose all its benefits.

Please Note: We do not monitor for non-Income LinkSM rider systematic withdrawals or notify you of withdrawal base adjustments. If you take a non-Income LinkSM rider systematic withdrawal please note your Income LinkSM rider systematic withdrawal amount will be reduced.

 

12


— (Continued)

 

Designated Investment Options. If you elect this rider, you must designate 100% of your policy value into one or more of the designated investment options:

Transamerica Asset Allocation - Conservative VP – Service Class

Transamerica PIMCO Total Return VP – Service Class

Transamerica Money Market VP – Service Class

Transamerica U.S. Government Securities VP – Service Class

Transamerica Foxhall Global Conservative VP – Service Class

Transamerica Index 35 VP – Service Class

American Funds - Bond Fund - Class 2

Fixed Account

Transfers between the designated investment options are allowed as permitted under the policy; however, you cannot transfer any amount (or allocate premium payments) to any non-designated investment option. Following the fifth rider anniversary you can terminate this rider. Starting the next business day, you may transfer (or allocate premium payments) to a non-designated investment option. Terminating the rider will result in losing all your benefits under the rider.

Please note:

 

 

The earliest you can transfer (or allocate premium payments) to a non-designated investment option is the first business day after the fifth rider anniversary. You will be required to terminate the rider first (and lose its benefits).

 

 

We can eliminate a designated investment option at any time. If this occurs, then a policy owner will be required to reallocate values in the affected designated investment options to other designated investment options that meet the allocation requirements.

Income LinkSM Rider– Joint Life Option

If you elect this rider, then you can also elect to postpone termination of the rider until the later of the annuitant or annuitant’s spouse’s death (only if the annuitant’s spouse continues the policy).

If you elect the Joint Life option, then the withdrawal percentage (used to calculate the rider withdrawal amount) is lower.

Please note:

 

 

The withdrawal percentage for each withdrawal option is lower if you elect this option.

 

 

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.

 

 

A former spouse of the annuitant cannot continue to keep the policy in force if no longer married to the annuitant at the time of the annuitant’s death. In that event, the rider will terminate and no additional withdrawals under the rider will be permitted.

 

13


— (Continued)

 

 

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

Income LinkSM Rider Fees

Income LinkSM Rider Fee. The rider fee is calculated on the rider date and at the beginning of each rider quarter. The rider fee will be adjusted for any premium additions and non-Income LinkSM rider systematic withdrawals during the rider quarter. It will be deducted automatically from your policy value at the end of each rider quarter.

On an annual basis, in general terms, the rider fee is the applicable “rider fee percentage” (see the Fee Table) times the withdrawal base.

The quarterly fee is calculated by multiplying (A) by (B) by (C), where:

 

  (A) is the withdrawal base;

 

  (B) rider fee percentage; and

 

  (C) is the number of remaining days in the rider quarter divided by the total number of days in the applicable rider year.

We will assess a prorated rider fee upon termination of the rider for the period beginning on the first day of the most recent rider quarter and ending on the date of termination.

Beginning on the first rider anniversary, the rider fee percentage may increase (or decrease) at the time of an automatic step-up. Each time an automatic step-up will result in a rider fee percentage increase, you will 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 (adjusted for any subsequent premium payments or withdrawals), provided that you do so within 30 calendar days after the rider anniversary on which the automatic step-up occurred. We must receive your rejection, in good order, at our Administrative and Service Office within the 30 day period after the rider anniversary on which the automatic step-up occurred.

Please note regarding the rider fee:

 

 

Because the rider fee is a percentage of the withdrawal base, it could be a much higher percentage of your policy value, particularly in the event that your policy value decreases significantly.

 

 

Because the rider fee is a percentage of the withdrawal base, the amount of the rider fee we deduct will increase if the withdrawal base increases (although the percentage will remain the same).

Rider Fee Adjustment for Withdrawal Base Adjustments. A rider fee adjustment will also be calculated for subsequent premium payments and non-Income LinkSM rider systematic withdrawals because these events will change the withdrawal base. The rider fee adjustment will be calculated using the same formula as the rider fee and compare the fee for the remainder of the rider quarter to the initially calculated fee for the same period. The rider fee adjustment may be positive or negative and will be added to or subtracted from the rider fee to be collected.

We will also deduct the rider fee pro rata upon full surrender of the policy or other termination of the rider.

 

14


— (Continued)

 

Income LinkSM Rider Issue Requirements

The Company will not issue the Income LinkSM rider unless:

 

 

the annuitant is at least 55 years old and not yet 81 years old (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 at least 55 years old and not yet 81 years old (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).

Termination

The Income LinkSM rider will terminate upon the earliest of the following:

 

 

the date we receive written notice from you requesting termination of the rider if such notice is received by us following the fifth rider anniversary;

 

 

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 maximum annuity commencement 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 maximum annuity commencement date at which time your policy will be annuitized according to its terms. However, if you have reached your maximum annuity commencement date, we will allow you to annuitize your policy and elect to receive lifetime annuity payments which are at least equal to your rider withdrawal amount. Please contact us for more information concerning your options.

The Income LinkSM rider may vary for certain policies, may not be available for all policies, and may not be available in all states. This disclosure explains the material features of the Income LinkSM rider. The application and operation of the rider are governed by the terms and conditions of the rider itself.

 

15


— (Continued)

 

The following hereby amends the corresponding table in the “Appendix Guaranteed Lifetime Withdrawal Benefit Comparison Table” section in the prospectus.

 

Income LinkSM Rider
Benefit:

•   Provides:

(1) Guaranteed Lifetime Withdrawal Benefit (“GLWB”)—i.e.,

(2) Automatic Step-Up—We will automatically step-up the withdrawal base on each rider anniversary. You can opt out of the automatic step-up if the automatic step-up would result in an increase in the rider fee percentage.

•   Additional Options:

(1) Joint Life Option—You may elect to postpone termination of the rider until the later of the death of the annuitant or the death of the annuitant’s spouse. The annuitant’s spouse must be either a joint owner (along with the annuitant) or the sole primary beneficiary (without a joint owner).

Availability:

•   At least 55 years old and not yet 81 years old (unless state law requires a lower maximum issue age)

Charges:
(1) 0.90% (single life and joint life) of withdrawal base on each rider anniversary
Investment Restrictions:

•   Designated Investment option—You must allocate 100% of your policy value to one or more investment options that we designate.

 

16


The following hereby amends the the corresponding APPENDIX section of the current prospectus.

APPENDIX

GUARANTEED LIFETIME WITHDRAWAL BENEFIT

ADJUSTED PARTIAL SURRENDERS - INCOME LINKSM RIDER

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

 

1. Withdrawal Base (“WB”)

 

2. Rider Withdrawal Amount (“RWA”)

 

3.

Income LinkSM Rider Systematic Withdrawals (“ILSW”)

Withdrawal Base. Income LinkSM rider systematic withdrawals (and certain minimum required distributions) will not reduce the withdrawal base. Non-Income LinkSM rider systematic withdrawals (and minimum required distributions calculated other than as provided for in the rider or not taken via a systematic withdrawal program) will reduce the withdrawal base by an amount equal to the greater of:

 

1)

the amount of the non-Income LinkSM rider systematic withdrawal (or non-qualifying minimum required distribution); and

 

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

 

  A is the amount in 1 above;

 

  B is the policy value prior to the withdrawal; and

 

  C is the withdrawal base prior to the withdrawal.

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

Assumptions:

WB = $100,000

RWA = 6% withdrawal would be $6,000 (6% of the current $100,000 withdrawal base)

ILSW = $500 per month

Non-ILSW = $10,000 (taken after the eighteenth monthly Income LinkSM rider systematic withdrawal)

PV = $90,000

Assumes single life withdrawal option of 6% for 6 years and 4% thereafter has been elected. Non-Income LinkSM rider systematic withdrawal occurs during the second Income LinkSM rider withdrawal year (which means the withdrawal percentage is 6%).

Result. For the guaranteed lifetime withdrawal benefit, because there was a non-Income LinkSM rider systematic withdrawal, the withdrawal base needs to be adjusted and a new lower rider withdrawal amount and Income LinkSM rider systematic withdrawal amount calculated.

 

17


Guaranteed Lifetime Withdrawal Benefit — (Continued)

 

New withdrawal base:

Step One. The withdrawal base is reduced only by the amount of the amount of the non-Income LinkSM rider systematic withdrawal or the pro rata amount, if greater.

Step Two. Calculate how much the withdrawal base is affected by the non-Income LinkSM rider systematic withdrawal.

 

  1. The formula is (Non-ILSW / (PV before withdrawal)) * WB before any adjustments

 

  2. ($10,000 / ($90,000)) * $100,000 = $11,111

Step Three. Which is larger, the actual $10,000 non-Income LinkSM rider systematic withdrawal or the $11,111 pro rata amount? $11,111 pro rata amount.

Step Four. What is the new withdrawal base upon which the rider withdrawal amount is based? $100,000 - $11,111 = $88,889

Result. The new withdrawal base is $88,889. Please note the percentage reduction in the withdrawal base is used in calculating the revised RWA and ILSW.

New rider withdrawal amount:

Because the withdrawal base was adjusted (due to the non-Income LinkSM rider systematic withdrawal) we have to calculate a new (remaining) rider withdrawal amount. This calculation assumes no more non-Income LinkSM rider systematic withdrawal activity prior to the next Income LinkSM rider withdrawal year.

Question: What is the new (remaining) rider withdrawal amount for the remainder of the Income LinkSM rider withdrawal year?

$3,000 (the remaining rider withdrawal amount) - ($3000*11.11%) = $2,667

Result. Going forward, the maximum you can take out in a benefit year without causing a negative withdrawal base adjustment and further reduction of the withdrawal base (assuming there are no future automatic step-ups) is $5,333.

New Income LinkSM rider systematic withdrawal amount:

Because the withdrawal base was adjusted (due to the non-Income LinkSM rider systematic withdrawal) we have to calculate a new Income LinkSM rider systematic withdrawal amount. This calculation assumes no more non-Income LinkSM rider systematic withdrawal activity prior to the next Income LinkSM rider withdrawal year.

Question: What is the new Income LinkSM rider systematic withdrawal amount?

$500 (the old Income LinkSM rider systematic withdrawal amount) - ($500*11.11%) = $444

 

18


Guaranteed Lifetime Withdrawal Benefit — (Continued)

 

Result. Going forward (until the seventh Income LinkSM rider withdrawal year), the Income LinkSM rider systematic withdrawal amount (assuming there are no future automatic step-ups) is $444

 

19


PART C

 

OTHER INFORMATION

 

Item 24.    Financial Statements and Exhibits

    (a)  Financial Statements
                All required financial statements are included in Part B of this Registration Statement.
   

(b)  Exhibits:

(1)   (a)      

Resolution of the Board of Directors of 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)  

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

    (a)   (5)  

Amendment No. 10 to Amended and Restated Principal Underwriting Agreement. Note 47.

    (b)      

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

    (b)   (1)  

Form of Life Insurance Company Product Sales Agreement (TCI) Note 44.

(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.

    (u)      

Form of Endorsement (Fund Facilitation Fee). Note 46.

    (v)      

Form of Policy Rider (Retirement Income Choice - Double Withdrawal Base Benefit). Note. 46.

    (w)       Form of Policy Rider (Retirement Income Choice 1.2). Note 49.
    (x)       Form of Policy Rider (Retirement Income Choice 1.4). Note 50.
    (y)       Form of Policy Rider (Income Link). Note 53.
(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

    (g)       Form of Application. Note 50.
(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.
    (a)      

Reinsurance agreement between Transamerica Life Insurance & Annuity Company and Swiss RE Life & Health America Inc. dated January 2, 1998. Note 49.

    (b)      

Reinsurance agreement between Transamerica Occidental Life Insurance Company and North American Reassurance Company dated July 1, 1994. Note 49.

    (c)      

Reinsurance Agreement No. FUV-1 between Transamerica Life Insurance Company and Union Hamilton Reinsurance Limited dated April 1, 2001. Note 49.

    (c)   1  

Reinsurance agreement Amendment No. 1 to agreement FUV-1 between Transamerica Life Insurance Company and Union Hamilton Reinsurance Limited dated April 1, 2001. Note 49.

    (d)      

Reinsurance Agreement No. FUV-011 between Transamerica Life Insurance Company and Scottish Annuity & Life International Insurance Company (Bermuda) Limited initial dated April 1, 2001, Amended and Restated - May 1, 2007. Note 49.

    (e)      

Reinsurance Agreement between Transamerica Life Insurance Company and Transamerica International RE (Bermuda) LTD dated December 31, 2008. Note 49.

    (f)      

Reinsurance Agreement between American United Life Insurance Company and Transamerica Life Insurance Company dated July 1, 2007. Note 49.

    (g)      

Reinsurance Agreement between Union Hamilton Reinsurance Ltd. And Scottish Annuity & Life International Insurance Company (Bermuda) Ltd. And Transamerica Life Insurance Company dated June 30, 2008. Note 52.

(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.

     (b)    (7)   

Amendment No. 36 to Participation Agreement (Transamerica Series Trust). Note 45.

     (b)    (8)   

Amendment No. 38 to Participation Agreement (TST). Note 47.

     (b)    (9)   

Amendment No. 40 to Participation Agreement (TST). Note 49.

     (b)    (10)   

Amendment No. 41 to Participation Agreement (TST). Note 51.

     (b)    (11)   

Amendment No. 42 to Participation Agreement (TST). Note 52.

     (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.

    (k)   (2)   

Amendment to Participation Agreement (Alliance Bernstein). Note 47.

(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)   (l)   (2)   

Amendment to Participation Agreement (AIM/Invesco). Note 53.

(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)       

Amended and Restated Participation Agreement among Franklin/Templeton Distributors, Inc. and Transamerica Life Insurance Company. Note 49.

    (o)   (1)   

Amendment No. 3 to Participation Agreement (Franklin Templeton). Note 47.

(8)   (p)       

Participation Agreement among Transamerica Life Insurance Company; American Funds Insurance Series, and Capital Research and Management Company (“CRMC”). Note 51.

    (p)   (1)   

Amendment No. 2 to Participation Agreement (American Funds). Note 51.

    (p)   (2)   

Amendment No. 4 to Participation Agreement (American Funds). Note 51.

(8)   (q)       

Participation Agreement By and Among Transamerica Life Insurance Company and GE Investments Funds, Inc. and GE Investment Distributors, Inc. and GE Asset Management Incorporated. Note 51.

(9)   (a)       

Opinion and Consent of Counsel. Note 52.

(9)   (b)       

Consent of Counsel. Note 52.

(10)   (a)       

Consent of Independent Registered Public Accounting Firm. Note 52.

    (b)       

Opinion and Consent of Actuary. Note 39.

(11)           

Not Applicable.

(12)           

Not Applicable.

(13)           

Performance Data Calculations. Note 39.

(14)           

Powers of Attorney. Craig D. Vermie, Arthur C. Schneider, Eric J. Martin, Brenda K. Clancy, M. Craig Fowler, Mark Mullin. Note 48. Darryl D. Button. Note 53.


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.
Note 44.   Incorporated herein by reference to Post-Effective Amendment No. 6 to Form N-4 Registration Statement (File No. 333-125817) filed on February 15, 2008.
Note 45.   Filed with Post-Effective Amendment No. 30 to this Form N-4 Registration Statement (File No. 33-56908) on April 30, 2008.
Note 46.   Incorporated herein by reference to Post-Effective Amendment No. 5 to Form N-4 Registration Statement (File No. 333-131987) filed on August 14, 2008.
Note 47.   Filed with Post-Effective Amendment No. 31 to this Form N-4 Registration Statement (File No. 33-56908) on November 6, 2008.
Note 48.   Incorporated herein by reference to Initial Filing to Form N-4 Registration Statement (File No. 333-156259) filed on December 18, 2008.
Note 49.   Filed with Post-Effective Amendment No. 32 to this Form N-4 Registration Statement (File No. 33-56908) filed on April 30, 2009.
Note 50.   Incorporated herein by reference to Post-Effective Amendment No. 9 to Form N-4 Registration Statement (File 333-142762) filed on August 31, 2009.
Note 51.   Filed with Post-Effective Amendment No. 34 to this Form N-4 Registration Statement (File No. 33-56908) filed on November 19, 2009.
Note 52.  

Filed with Post-Effective Amendment No. 36 to this Form N-4 Registration Statement (File No. 33-56908) filed on April 27, 2010

Note 53.   Filed herewith

 

C-5


Item 25.     Directors and Officers of the Depositor

 

Name and Business Address      


  

    Principal Positions and Offices with Depositor    


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

  

Senior Vice President and Corporate Controller

Brenda K. Clancy

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Director, President and Chairman of the Board

M. Craig Fowler

  400 West Market Street

  Louisville, KY 40202

  

Vice President and Treasurer

Mark W. Mullin

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Director and Chief Executive Officer

Darryl D. Button

  4333 Edgewood Road, N.E.

  Cedar Rapids, IA 52499

  

Director, Executive 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
AEGON Alliances, Inc.    Virginia    100% Commonwealth General Corporation    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 ULC    Canada    Ownership split between AEGON Canada Holding B.V. and TIHI Canada Holding, LLC    Holding company
AEGON Capital Management Inc.    Canada    100% AEGON Asset Management (Canada) B.V.    Portfolio management company/investment advisor
AEGON-CMF GP, LLC    Delaware    Transamerica Realty Services, Inc. is sole Member    Investment in commercial mortgage loans
AEGON Core Mortgage Fund, LP    Delaware    General Partner - AEGON-CMF GP, LLC    Investment in mortgages
AEGON Derivatives N.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Direct Marketing Services, Inc.    Maryland    Monumental Life Insurance Company owns 103,324 shares; Commonwealth General Corporation owns 37,161 shares    Marketing company
AEGON Direct Marketing Services International, Inc.    Maryland    100% Monumental General Insurance Group, Inc.    Marketing arm for sale of mass marketed insurance coverage
AEGON Direct Marketing Services Australia Pty Ltd.    Australia    100% Transamerica Direct Marketing Asia Pacific Pty Ltd.    Marketing/operations company
AEGON Direct Marketing Services e Corretora de Seguros Ltda.    Brazil    749,000 quota shares owned by AEGON DMS Holding B.V.; 1 quota share owned by AEGON International B.V.    Brokerage company
AEGON Direct Marketing Services Europe Ltd.    United Kingdom    100% Cornerstone International Holdings, Ltd.    Marketing
AEGON Direct Marketing Services Hong Kong Limited    China    100% AEGON DMS Holding B.V.    Provide consulting services ancillary to the marketing of insurance products overseas.
AEGON Direct Marketing Services Insurance Broker (HK) Limited    Hong Kong    100% AEGON Direct Marketing Services Hong Kong Limited    Brokerage company
AEGON Direct Marketing Services Japan K.K.    Japan    100% AEGON DMS Holding B.V.    Marketing company
AEGON Direct Marketing Services Korea Co., Ltd.    Korea    100% AEGON DMS Holding B.V.    Provide consulting services ancillary to the marketing of insurance products overseas.
AEGON Direct Marketing Services Mexico, S.A. de C.V.    Mexico    100% AEGON DMS Holding B.V.    Provide management advisory and technical consultancy services.
AEGON Direct Marketing Services 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
AEGON Direct Marketing Services, Inc.    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
AEGON Direct Marketing Services (Thailand) Ltd.    Thailand    93% Transamerica International Direct Marketing Consultants, LLC; remaining 7% held by various AEGON employees    Marketing of insurance products in Thailand


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

AEGON DMS Holding B.V.    Netherlands    100% AEGON International B.V.    Holding company
AEGON Financial Services Group, Inc.    Minnesota    100% Transamerica Life Insurance Company    Marketing
AEGON Fund Management Inc.    Canada    100% AEGON Asset Management (Canada) B.V.    Mutual fund manager
AEGON Funding Company, LLC.    Delaware    100% AEGON USA, LLC    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 B.V.    Netherlands    100% AEGON N.V.    Holding company
AEGON Life Insurance Agency Inc.    Taiwan    100% AEGON Direct Marketing Services, Inc. (Taiwan Domiciled)    Life insurance
AEGON Managed Enhanced Cash, LLC    Delaware    Members: Transamerica Life Insurance Company (74.8759%) ; Monumental Life Insurance Company (25.1241%)    Investment vehicle for securities lending cash collateral
AEGON Management Company    Indiana    100% AEGON U.S. Holding Corporation    Holding company
AEGON N.V.    Netherlands    22.95% 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 Stable Value Solutions Inc.    Delaware    100% Commonwealth General Corporation    Principle Business: Provides management services to the stable value division of AEGON insurers who issue synthetic GIC contracts
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. Holding Corporation    Delaware    100% Transamerica Corporation    Holding company
AEGON USA Asset Management Holding, LLC    Iowa    100% AUSA Holding Company    Holding company
AEGON USA Investment Management, LLC    Iowa    100% AEGON USA Asset Management Holding, LLC    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, LLC    Iowa    Sole Member - AEGON USA Asset Management Holding, LLC    Administrative and investment services
AEGON USA Realty Advisors of California, Inc.    Iowa    100% AEGON USA Realty Advisors, Inc.    Investments
AEGON USA Travel and Conference Services LLC    Iowa    100% Money Services, Inc.    Travel and conference services
AEGON USA, LLC    Iowa    100% AEGON U.S. Holding Corporation    Holding company
AFSG Securities Corporation    Pennsylvania    100% Commonwealth General Corporation    Inactive
ALH Properties Eight LLC    Delaware    100% FGH USA LLC    Real estate
ALH Properties Eleven 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


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Ampac, Inc.    Texas    100% Commonwealth General Corporation    Managing general agent
ARC Reinsurance Corporation    Hawaii    100% Transamerica Corporation    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: Transamerica Life Insurance Company (99%)    Property
Asia Business Consulting Company    China    100% Asia Investments Holdings, Limited    Provide various services upon request from Beijing Dafu Insurance Agency.
Asia Investments Holdings, Limited    Hong Kong    99% Transamerica Life Insurance Company    Holding company
AUSA Holding Company    Maryland    100% AEGON USA, LLC    Holding company
AUSA Properties, Inc.    Iowa    100% AUSA Holding Company    Own, operate and manage real estate
AUSACAN LP    Canada    General Partner - AUSA Holding Co. (1%); Limited Partner - AEGON USA, LLC (99%)    Inter-company lending and general business
Bay Area Community Investments I, LLC    California    70% Transamerica Life Insurance Company; 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
Beijing Dafu Insurance Agency Co. Ltd.    Peoples Republic of China    10% owned by WFG China Holdings, Inc.; 90% owned by private individual (non-AEGON associated)    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, LLC 18.79 shares of common stock owned by Commonwealth General Corporation    Holding company
Capmark Affordable Tax Credit Fund II, LLC    Delaware    100% owned by Garnet LIHTC Fund VIII, LLC    Investments
CBC Insurance Revenue Securitization, LLC    Delaware    100% Clark Consulting, LLC    Special purpose
CC Matteson, LLC    Illinois    Members: Monumental Life Insurance Company (83.03%); Pan-American Life Insurance Company, a non-affiliate of AEGON (9.75%); Nationwide Life Insurance Company, a non-affiliate of AEGON (7.22%)    Ownership of commercial real estate acquired via remedies enforcement.
Chicago Community Housing Fund I, LLC    Delaware    100% Transamerica Life Insurance Company    Investments
Clark/Bardes (Bermuda) Ltd.    Bermuda    100% Clark, LLC    Insurance agency
Clark, LLC    Delaware    Sole Member - Diverisified Investment Advisors, Inc.    Holding company
Clark Consulting, LLC    Delaware    100% Clark, LLC    Financial consulting firm
Clark Investment Strategies, Inc.    Delaware    100% Clark Consulting, LLC    Registered investment advisor
Clark Securities, Inc.    California    100% Clark Consulting, LLC    Broker-Dealer
Commonwealth General Corporation    Delaware    100% AEGON U.S. Holding 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
CRG Insurance Agency, Inc.    California    100% Clark Consulting, Inc.    Insurance agency
Creditor Resources, Inc.    Michigan    100% AUSA Holding Co.    Credit insurance
CRI Canada Inc.    Canada    100% Creditor Resources, Inc.    Holding company


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

CRI Credit Group Services Inc.    Canada    100% Creditor Resources, Inc.    Holding company
CRI Solutions Inc.    Maryland    100% Creditor Resources, Inc.    Sales of reinsurance and credit insurance
Cupples State LIHTC Investors, LLC    Delaware    100% Garnet LIHTC Fund VIII, LLC    Investments
Diversified Actuarial Services, Inc.    Massachusetts    100% Diversified Investment Advisors, Inc.    Employee benefit and actuarial consulting
Diversified Investment Advisors, Inc.    Delaware    100% AUSA Holding Company    Registered investment advisor
Diversified Investors Securities Corp.    Delaware    100% Diversified Investment Advisors, Inc.    Broker-Dealer
FGH Realty Credit LLC    Delaware    100% FGH USA, 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 Islandia, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP West 32nd Street, Inc.    Delaware    100% FGH USA LLC    Real estate
FGP West Mezzanine LLC    Delaware    100% FGH USA LLC    Real estate
FGP West Street LLC    Delaware    100% FGP West Mezzanine 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% Commonwealth General Corporation    Special-purpose subsidiary
First FGP LLC    Delaware    100% FGH USA LLC    Real estate
Flashdance, LLC    New York    100% Transamerica Life Insurance Company    Broadway production
Fourth & Market Funding, LLC    Delaware    Commonwealth General Corporation owns 0% participating percentage, but is Managing Member. Ownership: 99% Monumental Life Insurance Company and 1% Garnet Assurance Corporation II    Inactive
Fourth FGP LLC    Delaware    100% FGH USA LLC    Real estate
Garnet Assurance Corporation    Kentucky    100% Transamerica Life Insurance Company    Investments
Garnet Assurance Corporation II    Iowa    100% Commonwealth General Corporation    Business investments
Garnet Community Investments, LLC    Delaware    100% Monumental Life Insurance Company    Investments
Garnet Community Investments II, LLC    Delaware    100% Monumental Life Insurance Company    Securities
Garnet Community Investments III, LLC    Delaware    100% Transamerica 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


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Garnet LIHTC Fund II, LLC    Delaware    Members: Garnet Community Investments II, LLC (0.01%); Metropolitan Life Insurance Company, a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund III, LLC    Delaware    Members: Garnet Community Investments III, LLC (0.01%); Jefferson-Pilot Life Insurance Company, a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund IV, LLC    Delaware    Members: Garnet Community Investments IV, LLC (0.01%); Goldenrod Asset Management, Inc., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund V, LLC    Delaware    Members: Garnet Community Investments V, LLC (0.01%); Lease Plan North America, Inc., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund VI, LLC    Delaware    Members: Garnet Community Investments VI, LLC (0.01%); Pydna Corporation, a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund VII, LLC    Delaware    Members: Garnet Community Investments VII, LLC (0.01%); J.P. Morgan Chase Bank, N.A., a non- AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund VIII, LLC    Delaware    Members: Garnet Community Investments VIII, LLC (0.01%); J.P. Morgan Chase Bank, N.A., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund IX, LLC    Delaware    Members: Garnet Community Investments IX, LLC (0.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund X, LLC    Delaware    Members: Garnet Community Investments X, LLC (0.01%); Goldenrod Asset Management, a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XI, LLC    Delaware    Members: Garnet Community Investments XI, LLC (0.01%); NorLease, Inc., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XII, LLC    Delaware    Garnet Community Investments XII, LLC (.01%); and the following non-AEGON affiliates: Bank of America, N.A. (73.39%); J.P. Morgan Chase Bank, N.A. (13.30%); NorLease, Inc. (13.30%)    Investments
Garnet LIHTC Fund XII-A, LLC    Delaware    Garnet Community Investments XII, LLC (0.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XII-B, LLC    Delaware    Garnet Community Investments XII, LLC (0.01%); J.P. Morgan Chase Bank, N.A., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XII-C, LLC    Delaware    Garnet Community Investments XII, LLC (.01%); NorLease, Inc., a non- AEGON affiliate (99.99%)    Investments


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Garnet LIHTC Fund XIII, LLC    Delaware    Garnet Community Investments XII, LLC (.01%); and the following non-AEGON affiliates: Bank of America, N.A.( 73.39%); J.P. Morgan Chase Bank, N.A. (13.30%); NorLease, Inc. (13.30%)    Investments
Garnet LIHTC Fund XIII-A, LLC    Delaware    Garnet Community Investments XII, LLC (.01%); J.P. Morgan Chase Bank, N.A., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XIII-B, LLC    Delaware    Garnet Community Investments XII, LLC (.01%); Norlease, Inc., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XIV, LLC    Delaware    0.01% Garnet Community Investments, LLC; 49.995% Wells Fargo Bank, N.A.; and 49.995% Goldenrod Asset Management Inc    Investments
Garnet LIHTC Fund XV, LLC    Delaware    Members: Garnet Community Investments, LLC (0.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XVI, LLC    Delaware    Members: Garnet Community Investments, LLC (0.01%); FNBC Leasing Corporation, a non-AEGON entity (99.99%)    Investments
Garnet LIHTC Fund XVII, LLC    Delaware    Members: Garnet Community Investments, LLC (0.01%); ING USA Annuity and Life Insurance company, a non-affiliate of AEGON (12.999%), and ReliaStar Life Insurance Company, a non-affiliate of AEGON (86.991%)    Investments
Garnet LIHTC Fund XVIII, LLC    Delaware    100% Garnet Community Investments, LLC    Investments
Garnet LIHTC Fund XIX, LLC    Delaware    Members: Garnet Community Investments, LLC (0.01%); Bank of America, N.A., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XX, LLC    Delaware    100% Garnet Community Investments, LLC    Investments
Garnet LIHTC Fund XXI, LLC    Delaware    100% Garnet Community Investments, LLC    Investments
Garnet LIHTC Fund XXII, LLC    Delaware    Members: Garnet Community Investments, LLC (0.01%); Norlease, Inc., a non-AEGON affiliate (99.99%)    Investments
Garnet LIHTC Fund XXIII, LLC    Delaware    Members: Garnet Community Investments, LLC (0.01%); Idacorp Financial Services, Inc. (99.99%)    Investments
Garnet LIHTC Fund XXIV, LLC    Delaware    100% Garnet Community Investments, LLC    Investments
Garnet LIHTC Fund XXV, LLC    Delaware    100% Garnet Community Investments, LLC    Investments
Garnet LIHTC Fund XXVI, LLC    Delaware    100% Garnet Community Investments, LLC    Investments
Garnet LIHTC Fund XXVII, LLC    Delaware    100% Garnet Community Investments, LLC    Investments
Global Preferred Re Limited    Bermuda    100% AEGON USA, LLC    Reinsurance
Innergy Lending, LLC    Delaware    50% World Financial Group, Inc.; 50% ComUnity Lending, Inc. (non-AEGON entity)    In the process of being dissolved
Investment Advisors International, Inc.    Delaware    100% AUSA Holding Company    Investments


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Investors Warranty of America, Inc.    Iowa    100% AUSA Holding Co.    Leases business equipment
JMH Operating Company, Inc.    Mississippi    100% Monumental Life Insurance Company    Real estate holdings
Legacy General Insurance Company    Canada    100% Canadian Premier Holdings Ltd.    Insurance company
Life Investors Alliance, LLC    Delaware    100% Transamerica Life Insurance Company    Purchase, own, and hold the equity interest of other entities
Life Investors Financial Group, Inc.    Iowa    100% AUSA Holding Company    Special-purpose subsidiary
LIICA Holdings, LLC    Delaware    Sole Member: Transamerica Life Insurance Company    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% Transamerica Life Insurance Company    Captive insurance company
Massachusetts Fidelity Trust Company    Iowa    100% AUSA Holding Co.    Trust company
Merrill Lynch Life Insurance Company    Arkansas    100% AEGON USA, LLC    Insurance company
ML Life Insurance Company of New York    New York    100% AEGON USA, LLC    Insurance company
MLIC Re I, Inc.    Vermont    100% Stonebridge Life Insurance Company    Captive insurance company
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 services to unaffiliated third party administrator
Monumental General Insurance Group, Inc.    Maryland    100% AUSA Holding Co.    Holding company
Monumental Life Insurance Company    Iowa    99.72% Capital General Development Corporation; .28% Commonwealth General Corporation    Insurance Company
nVISION Financial, Inc.    Iowa    100% AUSA Holding Company    Special-purpose subsidiary
National Association Management and Consultant Services, Inc.    Maryland    100% Monumental General Administrators, Inc.    Provides actuarial consulting services
NEF Investment Company    California    100% Transamerica Life Insurance Company    Real estate development
New Markets Community Investment Fund, LLC    Iowa    50% AEGON Institutional Markets, Inc.; 50% AEGON USA Realty Advisors, Inc.    Community development entity
Oncor Insurance Services, LLC    Iowa    Sole Member-Life Investors Financial Group, Inc.    Direct sales of term life insurance
Peoples Benefit Services, Inc.    Pennsylvania    100% Stonebridge Life Insurance Company    Special-purpose subsidiary
Pine Falls Re, Inc.    Vermont    100% Stonebridge Life Insurance Company    Captive insurance company
Primus Guaranty, Ltd.    Bermuda    Partners are: Transamerica Life Insurance Company (13.1%) and non-affiliates of AEGON: XL Capital, Ltd. (34.7%); CalPERS/PCO 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% AEGON USA Asset Management Holding, LLC    Holding company
Prisma Holdings, Inc. II    Delaware    100% AEGON USA Asset Management Holding, LLC    Holding company
Pyramid Insurance Company, Ltd.    Hawaii    100% Transamerica Corporation    Property & Casualty Insurance
Quantitative Data Solutions, LLC    Delaware    100% Transamerica Life Insurance Company    Special purpose corporation
RCC North America LLC    Delaware    100% AEGON USA, LLC    Real estate


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Real Estate Alternatives Portfolio 1 LLC    Delaware    Members: Transamerica Life Insurance Company (90.958905%); Monumental Life Insurance Company (6.301370%); Transamerica Financial Life Insurance Company (2.739725%). Manager: AEGON USA Realty Advisors, Inc.    Real estate alternatives investment
Real Estate Alternatives Portfolio 2 LLC    Delaware    Members are: Transamerica Life Insurance Company (90.25%); Transamerica Financial Life Insurance Company (7.5%); Stonebridge Life Insurance Company (2.25%). Manager: AEGON USA Realty Advisors, Inc.    Real estate alternatives investment
Real Estate Alternatives Portfolio 3 LLC    Delaware    Members are: Transamerica Life Insurance Company (73.4%); Monumental Life Insurance Company (25.6%); Stonebridge Life Insurance Company (1%). Manager: AEGON USA Realty Advisors, Inc.    Real estate alternatives investment
Real Estate Alternatives Portfolio 3A, Inc.    Delaware    Members: Monumental Life Insurance Company (37%); Transamerica Financial Life Insurance Company (9.4%); Transamerica Life Insurance Company (52.6%); Stonebridge Life Insurance Company (1%)    Real estate alternatives investment
Real Estate Alternatives Portfolio 4 HR, LLC    Delaware    Members are: Transamerica Life Insurance Company (64%); Monumental Life Insurance Company (32%); Transamerica Financial Life Insurance Company (4%). Manager: AEGON USA Realty Advisors, Inc.    Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment
Real Estate Alternatives Portfolio 4 MR, LLC    Delaware    Members are: Transamerica Life Insurance Company (64%); Monumental Life Insurance Company (32%); Transamerica Financial Life Insurance Company (4%). Manager: AEGON USA Realty Advisors Inc    Investment vehicle for alternative real estate investments that are established annually for our affiliated companies common investment
Real Estate Alternatives Portfolio 5 RE, LLC    Delaware    AEGON USA Realty Advisors, LLC is non-owner Manager; no ownership interests at this time.    Real estate investments
Realty Information Systems, Inc.    Iowa    100% Transamerica Realty Services, LLC    Information Systems for real estate investment management
Retirement Project Oakmont    California    General Partner: Transamerica Oakmont Retirement Associates, a CA limited partnership; Transamerica Life Insurance Company (limited partner); and Oakmont Gardens, a CA limited partnership (non-AEGON entity limited partner). General Partner of Transamerica Oakmont Retirement Associates is Transamerica Oakmont Corporation. 100 units of limited partnership interests widely held by individual investors.    Senior living apartment complex
River Ridge Insurance Company    Vermont    100% AEGON Management Company    Captive insurance company
Second FGP LLC    Delaware    100% FGH USA LLC    Real estate


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Selient Inc.    Canada    100% Canadian Premier Holdings Ltd.    Application service provider providing loan origination platforms to Canadian credit unions.
Separate Account Fund C    California    100% Transamerica Life Insurance Company    Mutual Fund
Seventh FGP LLC    Delaware    100% FGH USA LLC    Real estate
Short Hills Management Company    New Jersey    100% AEGON U.S. Holding Corporation    Holding company
Southwest Equity Life Insurance Company    Arizona    Voting common stock is allocated 75% of total cumulative vote - AEGON USA, LLC. Participating Common stock (100% owned by non-AEGON shareholders) is allocated 25% of total cumulative vote.    Insurance
Stonebridge Benefit Services, Inc.    Delaware    100% Commonwealth General Corporation    Health discount plan
Stonebridge Casualty Insurance Company    Ohio    100% AEGON USA, LLC    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 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    Sole Member - Transamerica Affordable Housing, Inc.    Serve as the general partner for McDonald Corporate Tax Credit Fund IV Limited Partnership
TAH Pentagon Funds, LLC    Iowa    Sole Member - Transamerica Affordable Housing, Inc.    Serve as a general partner in a lower-tier tax credit entity
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 Transamerica Finance Corporation
The AEGON Trust Advisory Board: Patrick J. Baird, Alexander R. Wynaendts, and Craig D. Vermie    Delaware    AEGON International B.V.    Voting Trust
The RCC Group, Inc.    Delaware    100% FGH USA LLC    Real estate
TIHI Canada Holding, LLC    Iowa    Sole Member - Transamerica International Holdings, Inc.    Holding company
TIHI Mexico, S. de R.L. de C.V.    Mexico    95% Transamerica International Holdings, Inc.; 5% Transamerica Life Insurance Company    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% Transamerica Realty Services, LLC    General partner LHTC Partnership
Transamerica Annuity Service Corporation    New Mexico    100% Transamerica International Holdings, Inc.    Performs services required for structured settlements


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Transamerica Asset Management, Inc.    Florida    Western Reserve Life Assurance Co. of Ohio owns 77%; AUSA Holding Co. owns 23%.    Fund advisor
Transamerica Aviation LLC    Delaware    100% TCFC Air Holdings, Inc.    Special purpose corporation
Transamerica Capital, Inc.    California    100% AUSA Holding Co.    Broker/Dealer
Transamerica Commercial Finance Corporation, I    Delaware    100% Transamerica Finance Corporation    Holding company
Transamerica Consultora Y Servicios Limitada    Chile    95% Transamerica Life Insurance Company; 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 Corporation    Holding company
Transamerica Direct Marketing Asia Pacific Pty Ltd.    Australia    100% AEGON DMS Holding B.V.    Holding company
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 Distribution Finance—Overseas, Inc.    Delaware    100% TCFC Asset Holdings, Inc.    Commercial Finance
Transamerica Finance Corporation    Delaware    100% Transamerica Corporation    Commercial & Consumer Lending & equipment leasing
Transamerica Financial Advisors, Inc. (f/k/a InterSecurities, Inc.)    Delaware    1,00 shares owned by AUSA Holding Company; 209 shares owned by Transamerica International Holdings, Inc    Broker/Dealer
Transamerica Financial Life Insurance Company    New York    87.40% AEGON USA, LLC; 12.60% Transamerica Life Insurance Company    Insurance
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 B.V.    Holding company
Transamerica Home Loan    California    100% Transamerica Consumer Finance Holding Company    Consumer mortgages
Transamerica Insurance Marketing Asia Pacific Pty Ltd.    Australia    100% Transamerica Direct Marketing Asia Pacific Pty Ltd.    Insurance intermediary
Transamerica International 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 Holdings, Inc.    Delaware    100% AEGON USA, LLC    Holding company
Transamerica Investment Holdings, LLC    Delaware    100 shares of Class A stock owned by Transamerica Investment Services, Inc.; 1,902.82 shares of Class B stock owned by Professional Members (employees of Transamerica Investment Services Inc)    Holding company
Transamerica International RE (Bermuda) Ltd.    Bermuda    100% AEGON USA, LLC    Reinsurance
Transamerica International Re Escritório de Representação no Brasil Ltd    Brazil    95% Transamerica International Re(Bermuda) Ltd.; 5% Transamerica International Holdings, Inc.    Insurance and reinsurance consulting


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Transamerica Investment Management, LLC    Delaware    81.75% Transamerica Investment Services, Inc. as Original Member; 18.25% owned by Professional Members (employees of Transamerica Investment Services, Inc.)    Investment advisor
Transamerica Investment Services, LLC    Delaware    100% AEGON USA Asset Management Holding, LLC    Holding company
Transamerica Investors, Inc.    Maryland    100% Transamerica Asset Management, Inc.    Open-end mutual fund
Transamerica Leasing Holdings, Inc.    Delaware    100% Transamerica Finance Corporation    Holding company
Transamerica Life (Bermuda) Ltd.    Bermuda    100% Transamerica Life Insurance Company    Long-term life insurer in Bermuda - - will primarily write fixed universal life and term insurance
Transamerica Life Canada    Canada    100% AEGON Canada ULC    Life insurance company
Transamerica Life Insurance Company    Iowa    676,190 shares Common Stock owned by Transamerica International Holdings, Inc.; 86,590 shares of Preferred Stock owned by Transamerica Corporation; 30,564 shares of Preferred Stock owned by AEGON USA, LLC    Insurance
Transamerica Life Solutions, LLC    Delaware    Investors Warranty of America, Inc. - sole member    Provision of marketing, training, educational, and support services to life insurance professionals relating to the secondary market for life insurance, primarily through its affiliation with LexNet, LP, a life settlements marketplace.
Transamerica Minerals Company    California    100% Transamerica Realty Services, LLC    Owner and lessor of oil and gas properties
Transamerica Oakmont Corporation    California    100% Transamerica International Holdings, Inc.    General partner retirement properties
Transamerica Oakmont Retirement Associates    California    General Partner is Transamerica Oakmont Corporation. 100 units of limited partnership interests widely held by individual investors    Senior living apartments
Transamerica Pacific Insurance Company, Ltd.    Hawaii    26,000 shares common stock owned by Commonwealth General Corporation; 1,000 shares of common stock owned by Transamerica International Holdings, Inc    Life insurance
Transamerica Pyramid Properties LLC    Iowa    100% Transamerica Life Insurance Company    Realty limited liability company
Transamerica Realty Investment Properties LLC    Delaware    100% Transamerica Life Insurance Company    Realty limited liability company
Transamerica Realty Services, LLC    Delaware    AUSA Holding Company - sole Member    Real estate investments
Transamerica Retirement Management, Inc.    Minnesota    100% AEGON Financial Services Group, Inc.    Life Insurance and underwriting services
Transamerica Retirement Services Corp.    Ohio    100% AUSA Holding Company    Record keeping
Transamerica Small Business Capital, Inc.    Delaware    100% TCFC Asset Holdings, Inc.    Holding company
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
United Financial Services, Inc.    Maryland    100% AEGON USA, LLC    General agency
Universal Benefits Corporation    Iowa    100% AUSA Holding Co.    Third party administrator
USA Administration Services, Inc.    Kansas    100% Transamerica Life Insurance Company    Third party administrator


Name

  

Jurisdiction of
Incorporation

  

Percent of Voting Securities
Owned

  

Business

Western Reserve Life Assurance Co. of Ohio    Ohio    100% AEGON USA, LLC    Insurance
Westport Strategies, LLC    Delaware    AUSA Holding Company - sole Member    Provide administrative and support services, including but not limited to plan consulting, design and administration in connection with retail insurance brokerage business as carried on by producers related to corporate-owned or trust-owned life insurance policies
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
WFG Property & Casualty Insurance Agency, Inc.    Georgia    100% World Financial Group Insurance Agency, Inc.    Insurance agency
WFG Reinsurance Limited    Bermuda    51% owned by World Financial Group, Inc; remaining 49% is annually offered to independent contractors associated with WFG Reinsurance Ltd    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% Transamerica International Holdings, Inc.    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
Zero Beta Fund, LLC    Delaware    Members are: Transamerica Life Insurance Company (74.0181%); Monumental Life Insurance Company (23.6720%); Transamerica Financial Life Insurance Company (2.3097%). Manager: AEGON USA Investment Management LLC    Aggregating vehicle formed to hold various fund investments.


Item 27.    Number of Policyowners

 

As of June 30, 2010, there were 9575 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 EE, Separate Account VA-1, Separate Account VA-2L, Separate Account VA-5, Separate Account VA-6, Separate Account VA-7, Separate Account VA-8, Separate Account Fund B, Separate Account Fund C, Transamerica Corporate Separate Account Sixteen, Transamerica Separate Account R3, Separate Account VUL-3 Separate Account VUL A Separate Account VL, Separate Account VUL-1, Separate Account VUL-2, Separate Account VUL-4, Separate Account VUL-5, Separate Account VUL-6, and Variable Life Account 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 GNY, Separate Account VA HNY, Separate Account VA QNY, Separate Account VA WNY, Separate Account VA YNY, TFLIC Separate Account VNY, Separate Account VA-2LNY, TFLIC Separate Account C, Separate Account VA-5NLNY, Separate Account VA-6NY, 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 BB, Separate Account VA CC, Separate Account VA WM, and Separate Account VL E. This account is a separate account of Monumental Life Insurance Company.

Transamerica Capital, Inc. also serves as principal underwriter for Merrill Lynch Life Variable Annuity Separate Account, Merrill Lynch Life Variable Annuity Separate Account A, Merrill Lynch Life Variable Annuity Separate Account B, Merrill Lynch Life Variable Annuity Separate Account C, Merrill Lynch Life Variable Annuity Separate Account D, Merrill Lynch Variable Life Separate Account, and Merrill Lynch Life Variable Life Separate Account II. These accounts are separate accounts of Merrill Lynch Life Insurance Company.

Transamerica Capital, Inc. also serves as principal underwriter for ML of New York Variable Annuity Separate Account, ML of New York Variable Annuity Separate Account A, ML of New York Variable Annuity Separate Account B, ML of New York Variable Annuity Separate Account C, ML of New York Variable Annuity Separate Account D, ML of New York Variable Life Separate Account, and ML of New York Variable Life Separate Account II. These accounts are separate accounts of ML Life Insurance Company of New York.

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


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

 

Name

   Principal
Business Address
 

Position and Offices with Underwriter

Thomas A. Swank

   (1)   Director

David W. Hopewell

   (1)   Director

Lon J. Olejniczak

   (1)   Chief Executive Officer and Director

Michael W. Brandsma

   (2)   Director, President and Chief Financial Officer

Blake S. Bostwick

   (2)   Chief Operations Officer

David R. Paulsen

   (2)   Executive Vice President

Michael G. Petko

   (2)   Executive Vice President

Anne M. Spaes

   (3)   Executive Vice President and Chief Marketing Officer

Courtney John

   (2)   Chief Compliance Officer and Vice President

Frank A. Camp

   (1)   Secretary

Amy J. Boyle

   (4)   Assistant Vice President

John W. Fischer

   (4)   Assistant Vice President

Clifton W. Flenniken, III

   (5)   Assistant Vice President

Dennis P. Gallagher

   (4)   Assistant Vice President

Wesley J. Hodgson

   (2)   Assistant Vice President

Karen D. Heburn

   (4)   Vice President

Kyle A. Keelan

   (4)   Assistant Vice President

Christy Post-Rissin

   (4)   Assistant Vice President

Brenda L. Smith

   (4)   Assistant Vice President

Darin D. Smith

   (1)   Assistant Vice President

Arthur D. Woods

   (4)   Assistant Vice President

Tamara D. Barkdoll

   (2)   Assistant Secretary

Erin K. Burke

   (1)   Assistant Secretary

Amy Angle

   (3)   Assistant Secretary

Elizabeth Belanger

   (6)   Assistant Vice President

Jeff Carnal

   (7)   Assistant Vice President

Julie Allomong

   (7)   Assistant Vice President

 

(1) 4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001
(2) 4600 S Syracuse St, Suite 1100, Denver, CO 80237-2719
(3) 400 West Market Street, Louisville, KY 40202
(4) 570 Carillon Parkway, St. Petersburg, FL 33716
(5) 1111 North Charles Street, Baltimore, MD 21201
(6) 440 Mamaroneck Avenue, Harrison, NY 10528
(7) 1150 South Olive, Los Angeles, CA 90015


(c) Compensation to Principal Underwriter:

 

Name of Principal Underwriter


   Net Underwriting
Discounts and
Commissions(1)

   Compensation on
Redemption


   Brokerage
Commissions


   Compensation

Transamerica Capital, Inc.    $10,063,056    0    0    0

 

(1)

Fiscal Year 2009

 

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 deducted 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 4th day of August, 2010.

 

SEPARATE ACCOUNT VA B
TRANSAMERICA LIFE INSURANCE COMPANY
Depositor

*

Brenda K. Clancy
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

*

  

Director, Secretary,

                      , 2010
Craig D. Vermie    Senior Vice President, and  
   General Counsel  

*

  

Director, Chief Tax Officer,

                      , 2010
Arthur C. Schneider    and Senior Vice President  

*

  

Director, Chairman of the

                      , 2010
Brenda K. Clancy    Board and President  

*

  

Chief Executive Officer and

                      , 2010
Mark W. Mullin    Director  

*

  

Executive Vice President,

                      , 2010
Darryl D. Button    Chief Financial Officer and  
   Director  

/S/    DARIN D. SMITH        

  

Vice President, Assistant

  August 4, 2010
*By: Darin D. Smith    Secretary, and General  
   Counsel  
* By: Darin D. Smith – Attorney-in-Fact pursuant to powers of attorney filed previously and herewith.


Registration No.

33-56908

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

EXHIBITS

TO

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOR

SEPARATE ACCOUNT VA B

 

 


EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

  

Page No.*

4(y)   Form of Policy Rider (Income Link)   
8(l)(2)   Amendment to Participation Agreement (AIM/INVESCO).   
14   Power of Attorney   

 

* Page numbers included only in manually executed original.