As Filed with the Securities and Exchange Commission on July 2, 1999
Registration No. _________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUST
REGISTERED ON FORM N-8B-2
GE Life & Annuity Separate Account II
(Exact name of trust)
GE Life and Annuity Assurance Company
(Name of depositor)
6610 West Broad Street
Richmond, Virginia 23230
(Complete address of depositor's principal executive offices)
Name and complete address of agent for service:
Patricia L. Dysart
Associate General Counsel and Assistant Vice President
GE Life and Annuity Assurance Company
6610 W. Broad Street
Richmond, VA 23230
Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Ave., NW
Washington, D.C. 20004-2415
Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement
Securities Being Offered: Flexible Premium Variable Life Insurance Policies
The Registrant hereby amends this Registration Statement on such dates as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
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PART I
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GE Life & Annuity Separate Account II
Prospectus For The
Flexible Premium Joint and Last Survivor Variable Life Insurance Policy
Policy Form P1251 5/99
issued by:
GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond, Virginia 23230
This prospectus describes a flexible premium joint and last survivor variable
life insurance policy offered by GE Life and Annuity Assurance Company ("we,"
"us," "our," the "Company", or "GE Life & Annuity"). It is underwritten on an
individual basis. The Policy provides life insurance protection, premium
flexibility, and the ability to change death benefits.
The Policy provides insurance on the lives of two Insureds. We will pay Death
Proceeds only on the death of the Last Insured. The amount of the Death Proceeds
will depend in part on the Death Benefit Option the Owner ("you" or "your")
selects. You can elect one of two Death Benefit Options under the Policy. Under
Option A, the Death Benefit will equal the greater of (l) the Specified Amount
plus the Policy's Account Value, or (2) the Account Value multiplied by the
applicable corridor percentage. Under Option B, the Death Benefit will equal the
greater of (l) the Specified Amount, or (2) the Account Value multiplied by the
applicable corridor percentage. We guarantee that your Death Benefit will at
least equal the Specified Amount so long as your Policy is in force.
You direct your premiums to the Investment Subdivisions of Separate Account II.
Each Investment Subdivision invests in shares of the Funds. We list the Funds,
and their currently available portfolios, below.
Janus Aspen Series:
Growth Portfolio, Aggressive Growth Portfolio, International Growth
Portfolio, Worldwide Growth Portfolio, Balanced Portfolio, Flexible Income
Portfolio, Capital Appreciation Portfolio
Variable Insurance Products Fund (VIP):
VIP Equity-Income Portfolio, VIP Overseas Portfolio, VIP Growth Portfolio
Variable Insurance Products Fund II (VIP II):
VIP II Asset Manager Portfolio, VIP II Contrafund Portfolio
Variable Insurance Products Fund III (VIP III):
VIP III Growth & Income Portfolio, VIP III Growth Opportunities Portfolio
GE Investments Funds, Inc.:
S&P 500 Index Fund, Money Market Fund, Total Return Fund, International
Equity Fund, Real Estate Securities Fund, Value Equity Fund, Income Fund,
U.S. Equity Fund, Premier Growth Equity Fund
Oppenheimer Variable Account Funds:
Oppenheimer Bond Fund/VA, Oppenheimer Aggressive Growth Fund/VA,
Oppenheimer Capital Appreciation Fund/VA, Oppenheimer High Income Fund/VA,
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Oppenheimer Multiple Strategies Fund/VA
Federated Insurance Series:
Federated American Leaders Fund II, Federated Utility Fund II, Federated
High Income Bond Fund II
The Alger American Fund:
Alger American Growth Portfolio, Alger American Small Capitalization
Portfolio
Goldman Sachs Variable Insurance Trust (VIT):
Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Value Fund
Salomon Brothers Variable Series Fund Inc:
Salomon Investors Fund, Salomon Total Return Fund, Salomon Strategic Bond
Fund
Not all of these portfolios may be available in all states or in all
markets.
Your Policy provides for a Surrender Value. The amount of your Surrender Value
will depend upon the investment performance of the portfolio(s) you select. You
bear the investment risk of investing in Separate Account II.
You may cancel your Policy during the free-look period. Please note that
replacing your existing insurance coverage with the Policy might not be to your
advantage.
The Securities and Exchange Commission has not approved these securities or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Neither the U.S. Government nor any governmental agency insures or guarantees
your investment in the Policy.
This Prospectus contains information about Separate Account II that you should
know before investing. Please read this Prospectus carefully before investing
and keep it for future reference.
The date of this Prospectus is _____________, 1999.
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Table Of Contents
Page
Definitions................................................................. 6
Policy Summary............................................................. 9
Risk Summary............................................................... 13
Portfolio Annual Expense Table..............................................16
Other Policies............................................................18
GE Life And Annuity Assurance Company.......................................18
State Regulation..........................................................19
Separate Account II.........................................................19
Changes to Separate Account II............................................19
The Portfolios..............................................................20
Investment Subdivisions...................................................21
International and Global Equity...........................................21
Specialty.................................................................21
Small-Cap Stocks..........................................................22
Mid-Cap Growth............................................................22
Mid-Cap Value.............................................................22
Large-Cap Growth..........................................................23
Large-Cap Value...........................................................24
Balanced..................................................................25
High-Yield Bonds..........................................................25
Domestic Bonds............................................................26
Money Market..............................................................26
Your Right to Vote Portfolio Shares.......................................27
Charges And Deductions......................................................27
Premium Charge............................................................28
Mortality and Expense Risk Charge.........................................28
Monthly Deduction.........................................................29
Cost of Insurance.........................................................29
Surrender Charge..........................................................30
Partial Surrender Processing Fee..........................................31
Transfer Charge...........................................................32
Other Charges.............................................................32
Reduction of Charges for Group Sales......................................32
The Policy..................................................................33
Applying for a Policy.....................................................33
Owner.....................................................................33
Beneficiary...............................................................33
Changing the Beneficiary..................................................34
Canceling a Policy........................................................34
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Page
Premiums....................................................................34
General...................................................................34
Tax Free Exchanges (1035 Exchanges).......................................35
Certain Internal Exchanges................................................35
Periodic Premium Plan.....................................................35
Minimum Premium Payment...................................................35
Allocating Premiums.......................................................36
How Your Account Value Varies...............................................36
Account Value.............................................................36
Surrender Value...........................................................36
Investment Subdivision Values.............................................37
Unit Values...............................................................37
Net Investment Factor.....................................................37
Transfers...................................................................38
General...................................................................38
Dollar-Cost Averaging.....................................................38
Asset Allocation..........................................................39
Portfolio Rebalancing.....................................................39
Transfers by Third Parties................................................40
Death Benefits..............................................................40
Amount of Death Proceeds..................................................40
Death Benefit Options.....................................................41
Changing the Death Benefit Option.........................................42
Changing the Specified Amount.............................................42
Surrenders And Partial Surrenders...........................................43
Surrenders................................................................43
Partial Surrenders........................................................43
Effect of Partial Surrenders on Account Value and Death Proceeds..........43
Loans.......................................................................43
General...................................................................43
Preferred Policy Debt.....................................................44
Interest Rate Charged.....................................................44
Repayment of Policy Debt..................................................45
Effect of Policy Loans....................................................45
Termination.................................................................45
Premium to Prevent Termination............................................45
Your Policy will Remain in Effect During the Grace Period.................46
Reinstatement.............................................................46
Payments And Telephone Transactions.........................................46
Requesting Payments.......................................................46
Telephone Transactions....................................................47
Tax Considerations..........................................................47
Federal Tax Matters.......................................................47
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Page
Introduction..............................................................47
Tax Status of the Policy..................................................47
Tax Treatment of Policies -- General......................................48
Special Rules for Modified Endowment Contracts............................50
Income Tax Withholding....................................................51
Tax Status of the Company.................................................51
Changes in the Law and Other Considerations...............................51
Other Policy Information....................................................51
Optional Payment Plans....................................................51
Dividends.................................................................52
Incontestability..........................................................52
Suicide Exclusion.........................................................53
Misstatement of Age or Gender.............................................53
Written Notice............................................................53
Trustee...................................................................53
Other Changes.............................................................53
Reports...................................................................54
Change of Owner...........................................................54
Supplemental Benefits.....................................................54
Using the Policy as Collateral............................................55
Reinsurance...............................................................55
Legal Proceedings.........................................................55
Additional Information......................................................55
Sale of the Policies......................................................55
Legal Matters.............................................................56
Year 2000 Readiness Disclosure............................................56
Experts...................................................................57
Actuarial Matters.........................................................57
Financial Statements......................................................57
Executive Officers and Directors..........................................58
Other Information.........................................................59
Hypothetical Illustrations..................................................59
This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not be lawfully made.
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DEFINITIONS
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We have tried to make this Prospectus as understandable as possible. However, in
explaining how the Policy works, we have had to use certain terms that have
special meanings. We define these terms below.
Account Value -- The total amount under the Policy in each Investment
Subdivision and the General Account.
Age -- The age of each Insured at his or her birthday nearest the Policy Date or
a Policy Anniversary.
Attained Age - For each Insured, an Insured's Age on the Policy Date plus the
number of full years since the Policy Date.
Beneficiary -- The person or entity you designate to receive the Death Proceeds
payable at the death of the Last Insured.
Continuation Amount -- A cumulative amount set forth on the Policy data pages
for each month of the Continuation Period representing the minimum Net Total
Premium required to keep the Policy in force during the Continuation Period.
Continuation Period -- The number of Policy Years during which the Policy will
not lapse if the Net Total Premium is at least equal to the Continuation Amount
for the number of Policy Months that the Policy has been in force.
Death Benefit - The amount determined under the Death Benefit Option in effect
as of the date of death of the Last Insured.
Death Proceeds - The total amount payable to the Beneficiary upon the death of
the Last Insured.
Fund -- Any open-end management investment company or unit investment trust in
which Separate Account II invests.
General Account -- Assets of GE Life & Annuity other than those allocated to
Separate Account II or any of our other separate accounts.
Home Office -- Our offices at 6610 West Broad Street, Richmond, Virginia 23230,
1-804-281-6000.
Insured(s) -- The person(s) whose lives are insured under the Policy.
Investment Subdivision -- A subdivision of Separate Account II, the assets of
which invest exclusively in a corresponding portfolio of a Fund. Not all
Investment Subdivisions may be available in all states or markets.
Last Insured - The last Insured to die.
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Monthly Anniversary Day -- The same day in each month as the Policy Date.
Net Premium -- The portion of each premium you allocate to one or more
Investment Subdivisions. It is equal to the premium paid times the Net Premium
Factor.
Net Premium Factor -- The factor we use in determining the Net Premium which
reflects a deduction from each premium paid.
Net Total Premium -- On any date, Net Total Premium equals the total of all
premiums paid to that date less (a) divided by (b), where:
(a) is any outstanding Policy Debt, plus the sum of any partial
surrenders to date; and
(b) is the Net Premium Factor.
Optional Payment Plan -- A plan under which any part of Death Proceeds or
Surrender Value proceeds can be used to provide a series of periodic payments to
you or a Beneficiary.
Owner -- The person (or persons) who owns (or own) the Policy. "You" or "your"
refers to the Owner or Joint Owners. You may also name Contingent Owners.
Planned Periodic Premium -- A level premium amount scheduled for payment at
fixed intervals over a specified period of time.
Policy -- The Policy with any attached application(s), any riders, and
endorsements.
Policy Date -- The date as of which we issue the Policy and the date as of which
the Policy becomes effective. We measure Policy Years and Anniversaries from the
Policy Date. The Policy Date is shown on the Policy data pages. If the Policy
Date would otherwise fall on the 29th, 30th, or 31st day of a month, the Policy
Date will be the 28th.
Policy Debt -- The amount of outstanding loans plus accrued interest. We deduct
Policy Debt from proceeds payable at the death of the Last Insured, or at the
time of surrender.
Policy Month -- A one-month period beginning on a Monthly Anniversary Day and
ending on the day immediately preceding the next Monthly Anniversary Day.
Separate Account II -- GE Life & Annuity Separate Account II, the segregated
asset account of GE Life & Annuity to which you allocate Net Premiums.
Specified Amount -- An amount we use in determining the insurance coverage.
Surrender Value -- The amount we pay you when you surrender the Policy. It is
equal to Account Value minus any Policy Debt and minus any applicable surrender
charge.
Unit Value -- A unit of measure we use to calculate the Account Value for each
Investment Subdivision.
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Valuation Day -- For each Investment Subdivision, each day on which the New York
Stock Exchange is open for business except for days that the Investment
Subdivision's corresponding Fund does not value its shares.
Valuation Period -- The period that starts at the close of regular trading on
the New York Stock Exchange on any Valuation Day and continues to the end of the
next Valuation Day.
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Policy Summary
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PREMIUMS
o You select a premium payment plan. You are not required to pay premiums
according to the plan, but may vary frequency and amount, within limits,
and can skip planned premiums. See Periodic Premium Plan.
o Premium amounts depend on each Insured's Age, gender (where applicable),
rating class, the Specified Amount selected, and any supplemental benefit
riders. See Premiums.
o You may make unscheduled premium payments, within limits. See Premiums.
o Under certain circumstances, you may have to pay extra premiums to prevent
termination. See Premium to Prevent Termination.
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DEDUCTIONS FROM PREMIUMS
o If the initial Specified Amount is $500,000 or more, we currently deduct a
3 1/2% premium charge (5% maximum) from each premium before we place it in
an Investment Subdivision. If the initial Specified Amount is at least
$250,000 but less than $500,000, we currently deduct a 6 1/2% premium
charge (8% maximum). We currently do not deduct the maximum premium charge
but reserve the right to do so. We refer to the premium minus the premium
charge as a Net Premium. We do not assess a premium charge against the
policy loan portion of a premium received from the rollover of a life
insurance policy. See Premium Charge.
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ALLOCATION OF NET PREMIUMS
o You allocate your Net Premiums among up to seven of the Investment
Subdivisions of Separate Account II at any given time. Until l) the date we
approve the application, 2) the date we receive all necessary forms
(including any subsequent amendments to your application), and 3) the date
we receive the entire initial premium, we will place any premiums you pay
in a non-interest bearing account. We will then allocate your Net Premiums
to the Investment Subdivisions you designate or, for states that require
the refund of premiums during the free look period, we will allocate Net
Premiums to the Money Market Investment Subdivision for 15 days, then to
Investment Subdivisions you designate. See Allocating Premiums.
o The Investment Subdivisions invest in corresponding portfolios of the
following Funds:
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9
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<TABLE>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------- ----------------------------------------------------------
<S> <C>
Janus Aspen Series Oppenheimer Variable Account Funds
Growth Portfolio Oppenheimer Bond Fund/VA
Aggressive Growth Portfolio Oppenheimer Aggressive Growth Fund/VA
International Growth Portfolio Oppenheimer Capital Appreciation Fund/VA
Worldwide Growth Portfolio Oppenheimer High Income Fund/VA
Balanced Portfolio Oppenheimer Multiple Strategies Fund/VA
Flexible Income Portfolio Federated Insurance Series
Capital Appreciation Portfolio Federated American Leaders Fund II
Variable Insurance Products Fund Federated Utility Fund II
VIP Equity-Income Portfolio Federated High Income Bond Fund II
VIP Overseas Portfolio The Alger American Fund
VIP Growth Portfolio Alger American Growth Portfolio
Variable Insurance-Products Fund II Alger American Small Capitalization
VIP II Asset Manager Portfolio Portfolio
VIP II Contrafund Portfolio Goldman Sachs Variable Insurance Trust
Variable Insurance Products Fund III Growth and Income Fund
VIP III Growth & Income Portfolio Mid Cap Value Fund
VIP III Growth Opportunities Portfolio Salomon Brothers Variable Series Funds
GE Investments Funds, Inc. Investors Fund
S&P 500 Index Fund Total Return Fund
Money Market Fund Strategic Bond Fund
Total Return Fund
International Equity Fund See Investment Subdivisions.
Real Estate Securities Fund
Value Equity Fund
Income Fund
U.S. Equity Fund
Premier Growth Equity Fund
Not all of these portfolios may be available in all states or in all markets.
- --------------------------------------------------------- ----------------------------------------------------------
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</TABLE>
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DEDUCTIONS FROM ASSETS
o Each Fund deducts management fees and other expenses from its assets.
o We deduct a daily mortality and expense risk charge at a current effective
annual rate of 0.70% (maximum effective annual rate of 0.70%) from assets
in the Investment Subdivisions.
o We make a monthly deduction from your Account Value for (1) the cost of
insurance, (2) a policy charge of $5, (3) an expense charge based on the
initial Specified Amount, (4) an expense charge based on any increases in
Specified Amount, and (5) supplemental benefit charges. See Monthly
Deduction.
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ACCOUNT VALUE
o Account Value equals the total amount in each Investment Subdivision and
the General Account.
o Account Value serves as the starting point for calculating certain values
under a Policy, such as the Surrender Value and the Death Proceeds. Account
Value varies from day to day to reflect investment experience of the
Investment Subdivisions, charges deducted and other Policy transactions
(such as Policy loans, transfers and partial surrenders). See How Your
Account Value Varies.
o You can transfer Account Value among the Investment Subdivisions (subject
to certain restrictions). A $10 transfer charge applies to each transfer
made after the first transfer in a calendar month. See Transfers for rules
and limits. Policy loans reduce the amount available for allocations and
transfers.
o There is no minimum guaranteed Account Value. During the Continuation
Period, the Policy will lapse if the Surrender Value is too low to cover
the monthly deduction and the Net Total Premium is less than the
Continuation Amount. After the Continuation Period, the Policy will lapse
if the Surrender Value is too low to cover the monthly deduction. See
Premium to Prevent Termination.
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CASH BENEFITS
o You may make a Policy loan for up to 90% of the difference between Account
Value and any surrender charges, minus any Policy Debt. See Loans.
o You may partially surrender your Policy up to a maximum amount. The minimum
partial surrender amount is $500, and a processing fee equal to the lesser
of $25 or 2% of the amount of the partial surrender will apply to each
partial surrender. If you select Death Benefit Option B, you may only make
partial surrenders after the first Policy Year. See Partial Surrenders.
o You can surrender your Policy at any time before the death of the Last
Insured for its Surrender Value (Account Value minus Policy Debt and minus
any applicable surrender charge). A surrender charge will apply during the
first 16 Policy Years, for 16 Policy Years after an increase in the
Specified Amount, or to the younger Insured's attained age 100 if earlier.
See Surrenders and Surrender Charge.
o You may choose from a variety of payment options. See Requesting Payments.
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11
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DEATH BENEFITS
o The minimum Specified Amount available is $250,000.
o We will pay Death Proceeds only upon the death of the Last Insured.
o You may choose from two Death Benefit Options: Option A (greater of
Specified Amount plus Account Value, or the applicable corridor percentage
multiplied by Account Value); or Option B (greater of Specified Amount, or
the applicable corridor percentage multiplied by Account Value). We
determine the Specified Amount and Account Value for this purpose as of the
date of death of the Last Insured. See Death Benefits.
o Death Proceeds are payable as a lump sum or under a variety of options.
o You may change the Specified Amount and the Death Benefit Option. See
Changing the Specified Amount and Changing the Death Benefit Option for
rules and limits.
o During the Continuation Period, the Policy will remain in force regardless
of the sufficiency of Surrender Value so long as the Net Total Premium is
at least equal to the Continuation Amount. See Premium to Prevent
Termination.
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RISK SUMMARY
Investment Risk Your Account Value is subject to the risk that investment
performance will be unfavorable and that your Account Value
will decrease. Because we continue to deduct charges from
Account Value, if investment results are sufficiently
unfavorable and/or you stop making premium payments at or
above the minimum requirements, the Surrender Value of your
Policy may fall to zero. In that case, the Policy will
terminate without value and insurance coverage will no
longer be in effect, unless you make an additional payment
sufficient to prevent a termination during the 61-day grace
period. However, your Policy will not lapse during the
Continuation Period, even if your Surrender Value is too low
to cover the monthly deductions so long as the Net Total
Premium is at least equal to the Continuation Amount. On the
other hand, if investment experience is sufficiently
favorable and you have kept the Policy in force for a
substantial time, you may be able to draw upon Account
Value, through partial surrenders and Policy loans.
Risk of If the Surrender Value of your Policy is too low to pay the
Termination Monthly Deduction when due (and, during the Continuation
Period, the Net Total Premium is less than the Continuation
Amount), the Policy will be in default and a grace period
will begin. There is a risk that if withdrawals, loans, and
monthly deductions reduce your Surrender Value to too low an
amount and/or if the investment experience of your selected
Investment Subdivisions is unfavorable, then your Policy
could lapse. In that case, you will have a 61-day grace
period to make a sufficient payment. If you do not make a
sufficient payment before the grace period ends, your Policy
will terminate without value, insurance coverage will no
longer be in effect, and you will receive no benefits. After
termination, you may reinstate your Policy within three
years subject to certain conditions.
Tax Risks We intend for the Policy to satisfy the definition of a
"life insurance contract" under section 7702 of the Internal
Revenue Code of 1986, as amended (the "Code"). In general,
earnings under the Policy will not be taxed until a
distribution is made from the Policy. In addition, death
benefits generally will be excludable from income. In the
case of a Policy that is considered a "modified endowment
contract," special rules apply and a 10% penalty tax may be
imposed on distributions, including loans. See Special Rules
for Modified Endowment Contracts. You should consult a
qualified tax advisor in all tax matters involving your
Policy.
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Limits on The Policy permits you to take partial surrenders. However,
Partial if you selected Option B, you may only make partial
Surrenders surrenders after the first Policy Year.
The minimum partial surrender amount is $500, and we will
assess a processing fee on the surrender. There is a limit
on the maximum amount you may partially surrender.
Partial surrenders will reduce your Account Value and Death
Proceeds. Federal income taxes and a penalty tax may apply
to partial surrenders.
Effects of A Policy loan, whether or not repaid, will affect Account
Policy Loans Value over time because we subtract the amount of the loan
from the Investment Subdivisions as collateral. We then
credit a fixed interest rate to the loan collateral. As
a result, the loan collateral does not participate in
the investment results of the Investment Subdivisions. The
longer the loan is outstanding, the greater the effect
is likely to be. Depending on the investment results of
the Investment Subdivisions, the effect could be
favorable or unfavorable.
A Policy loan also reduces the Death Proceeds. A Policy loan
could make it more likely that a Policy would terminate.
There is a risk if the loan reduces your Surrender Value to
too low an amount and investment experience is unfavorable,
that the Policy will lapse, resulting in adverse tax
consequences. You must submit a sufficient payment during
the grace period to avoid the Policy's termination without
value and the end of insurance coverage.
Comparison With The Policy is similar in many ways to universal life
Other Insurance insurance. As with universal life insurance:
Policies
o the Owner pays premiums for insurance coverage on the
Insureds;
o the Policy provides for the accumulation of Surrender
Value that is payable if the Owner surrenders the
Policy during the Insureds' lifetimes;
14
<PAGE>
o and the Surrender Value may be substantially lower than
the premiums paid.
However, the Policy differs from universal life insurance in
that it permits you to place your premium in the Investment
Subdivisions. The amount and duration of life insurance
protection and of the Policy's Account Value will vary with
the investment performance of the Investment Subdivisions
you select.
The Surrender Value of your Policy may decrease if the
investment performance of the Investment Subdivisions to
which you allocate Account Value is sufficiently adverse. If
the Surrender Value becomes insufficient to cover charges
when due and the Continuation Period is not in effect, the
Policy will terminate without value after a grace period.
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PORTFOLIO ANNUAL EXPENSE TABLE
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This table describes the portfolio fees and expenses. These fees and expenses
are shown as a percentage of net assets for the year ended December 31, 1998.
The prospectus for each Fund contains more detail concerning a portfolio's fees
and expenses.
Portfolio Annual Expenses
Annual expenses of the portfolios of the Funds for the year ended December 31,
1998 (as a percentage of each portfolio's average net assets):
<TABLE>
Management Fees Other Expenses
(after fee waiver (after reimbursement Total Annual
Portfolio as applicable) as applicable) Expenses
<S> <C>
International and Global Equity
Janus Aspen Worldwide Growth Portfolio1 .65 .07 .72
Janus Aspen International Growth Portfolio1 .66 .20 .86
VIP Overseas Portfolio2 .74 .15 .89
GE International Equity Fund 1.00 .15 1.15
Specialty
GE Real Estate Securities Fund .85 .14 .99
Small-Cap Stocks
Oppenheimer Aggressive Growth Fund/VA .69 .02 .71
Alger American Small Capitalization Portfolio .85 .04 .89
Mid-Cap Growth
Janus Aspen Aggressive Growth Portfolio .72 .03 .75
Goldman Sachs VIT Mid Cap Value Fund*5 .80 .15 .95
Mid-Cap Value
GE Value Equity Fund** .65 .10 .75
Large-Cap Growth
Janus Aspen Growth Portfolio1 .65 .03 .68
Janus Aspen Capital Appreciation Portfolio1 .70 .22 .92
VIP II Contrafund Portfolio3 .59 .07 .66
VIP Growth Portfolio2 .59 .07 .66
VIP III Growth & Income Portfolio4 .49 .11 .60
Oppenheimer Capital Appreciation Fund/VA .72 .03 .75
GE Premier Growth Equity Fund .65 .17 .82
Alger American Growth Portfolio .75 .04 .79
Large-Cap Value
VIP Equity-Income Portfolio 2 .49 .08 .57
VIP III Growth Opportunities Portfolio4 .59 .11 .70
GE U.S. Equity Fund .55 .14 .69
GE S&P 500 Index Fund .35 .10 .45
Federated Utility Fund II8 .68 .25 .93
Federated American Leaders Fund II8 .74 .14 .88
Goldman Sachs VIT Growth and Income Fund5 .75 .15 .90
Salomon Investors Fund6 .70 .30 1.00
Balanced
Janus Aspen Balanced Portfolio .72 .02 .74
VIP II Asset Manager Portfolio3 .54 .09 .63
Oppenheimer Multiple Strategies Fund/VA .72 .04 .76
GE Total Return Fund .50 .13 .63
Salomon Total Return Fund6 .80 .20 1.00
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High-Yield Bonds
Janus Aspen Flexible Income Portfolio .65 .08 .73
Oppenheimer High Income Fund/VA .74 .04 .78
Federated High Income Bond Fund II .60 .18 .78
Domestic Bonds
Oppenheimer Bond Fund/VA .72 .02 .74
GE Income Fund .50 .14 .64
Salomon Strategic Bond Fund6 .75 .25 1.00
Money Market
GE Money Market Fund 7 .25 .12 .37
</TABLE>
Not all portfolios may be available in all states or markets.
* These expenses are estimated due to the portfolio being in existence for less
than 10 months.
** Although past practice reflects investments within the mid cap range, the
portfolio is not restricted on the capitalizations of the companies in which it
can invest.
1 Absent reimbursements, the total annual expenses of the portfolios of
the Janus Aspen Series during 1998 would have been .75% for Growth
Portfolio, .95% for International Growth Portfolio, .74% for Worldwide
Growth Portfolio, and .97% for Capital Appreciation Portfolio.
2 A portion of the brokerage commissions that certain funds pay was used
to reduce fund expenses. In addition, certain funds, or FMR on behalf
of certain funds, have entered into arrangements with their custodian
whereby credits realized as a result of uninvested cash balances were
used to reduce custodian expenses. Absent these reductions and
credits, the total annual expenses of the portfolios of the Variable
Insurance Products Fund during 1998 would have been .58% for VIP
Equity-Income Portfolio, .91% for VIP Overseas Portfolio and .68% for
VIP Growth Portfolio.
3 A portion of the brokerage commissions that certain funds pay was used
to reduce fund expenses. In addition, certain funds, or FMR on behalf
of certain funds, have entered into arrangements with their custodian
whereby credits realized as a result of uninvested cash balances were
used to reduce custodian expenses. Absent these reductions and
credits, the total annual expenses of the portfolios of the Variable
Insurance Products Fund II during 1998 would have been .64% for VIP II
Asset Manager Portfolio and .70% for VIP II Contrafund Portfolio.
4 A portion of the brokerage commissions that certain funds pay was used
to reduce fund expenses. In addition, certain funds, or FMR on behalf
of certain funds, have entered into arrangements with their custodian
whereby credits realized as a result of uninvested cash balances were
used to reduce custodian expenses. Absent these reductions and
credits, the total annual expenses of the portfolios of the Variable
Insurance Products Fund III during 1998 would have been .61% for VIP
III Growth & Income Portfolio and .71% for VIP III Growth
Opportunities Portfolio.
5 Goldman Sachs Asset Management has voluntarily agreed to reduce or
limit certain other expenses (excluding management fees, taxes,
interest, brokerage fees, litigation, indemnification and other
extraordinary expenses) to the extent such expenses exceed 0.15% of
each Fund's respective average daily net assets. The investment
adviser may modify or discontinue any of the limitations set forth
above in the future at its discretion. Absent reimbursements, the
total annual expenses during 1998 would have been 2.69% for Growth and
Income Fund and 4.79% for Mid Cap Value Fund.
17
<PAGE>
6 Absent certain fee waivers or reimbursements, the total annual
expenses of the portfolios of Salomon Brothers Variable Series Fund
during 1998 would have been 2.07% for Investors Fund, 2.90% for Total
Return Fund and 1.79% for Strategic Bond Fund.
7 GE Investment Management Incorporated currently serves as investment
adviser to GE Investments Funds, Inc. (formerly Life of Virginia
Series Fund, Inc.) and has voluntarily agreed to waive a portion of
the fee payable by the Fund. Absent this fee waiver, the total annual
expenses of the GE Money Market Fund would have been .59%.
8 Absent certain fee waivers or reimbursements, the total annual
expenses of the portfolios of the Federated Insurance Series during
1998 would have been .89% for Federated American Leaders Fund II and
1.00% for Federated Utility Fund II.
The expense information regarding the Funds was provided by those Funds. We have
not independently verified this information. We cannot guarantee that the
reimbursements and fee waivers provided by certain of the Funds will continue.
Other Policies
We offer other variable life insurance policies which also invest in the same
portfolios of the Funds. These policies may have different charges that could
affect the value of the Investment Subdivisions and may offer different benefits
more suitable to your needs. To obtain more information about these policies,
contact your agent, or call (800) 352-9910.
- -------------------------------------------------------------------------------
GE LIFE AND ANNUITY ASSURANCE COMPANY
- -------------------------------------------------------------------------------
We are a stock life insurance company operating under a charter granted by the
Commonwealth of Virginia on March 21, 1871. We are principally engaged in the
offering of life insurance and annuity policies. We are admitted to do business
in 49 states and the District of Columbia. Our principal offices are at 6610
West Broad Street, Richmond, Virginia 23230. Before January 1, 1999, our name
was The Life Insurance Company of Virginia.
General Electric Capital Assurance Company ("GE Capital Assurance"), which is an
indirect wholly-owned subsidiary of General Electric Capital Corporation ("GE
Capital") owns the majority of our stock. GE Financial Assurance Holdings, Inc.,
a direct wholly-owned subsidiary of GE Capital, owns our remaining stock. GE
Capital, a New York corporation, is a diversified financial services company
whose subsidiaries consist of specialty insurance, equipment management, and
commercial and consumer financing businesses. GE Capital's indirect parent,
General Electric Company, founded more than one hundred years ago by Thomas
Edison, is the world's largest manufacturer of jet engines, engineering
plastics, medical diagnostic equipment and large electric power generation
equipment.
GNA Corporation, a direct wholly-owned subsidiary of GE Financial Assurance
Holdings, Inc., directly owns the stock of Capital Brokerage Corporation (the
principal underwriter for the Policies and a broker/dealer registered with the
U.S. Securities and Exchange Commission).
We are a member of the Insurance Marketplace Standards Association ("IMSA"). We
18
<PAGE>
may use the IMSA membership logo and language in our advertisements, as outlined
in IMSA's Marketing and Graphics Guidelines. Companies that belong to IMSA
subscribe to a set of ethical standards covering various aspects of sales and
service for individually sold life insurance and annuities.
State Regulation
We are subject to regulation by the State Corporation Commission of the
Commonwealth of Virginia. We file an annual statement with the Virginia
Commissioner of Insurance on or before March l of each year covering our
operations and reporting on our financial condition as of December 31 of the
preceding year. Periodically, the Commissioner of Insurance examines our
liabilities and reserves and those of Separate Account II and assesses their
adequacy, and a full examination of our operations is conducted by the State
Corporation Commission, Bureau of Insurance of the Commonwealth of Virginia, at
least every five years.
We are also subject to the insurance laws and regulations of other states within
which we are licensed to operate.
- -------------------------------------------------------------------------------
SEPARATE ACCOUNT II
- -------------------------------------------------------------------------------
We established GE Life & Annuity Separate Account II as a separate investment
account on August 2l, 1986. Separate Account II currently has thirty-eight
Investment Subdivisions available under the Policy. Each Investment Subdivision
invests exclusively in shares representing an interest in a separate
corresponding portfolio of one of the ten Funds described below.
The assets of Separate Account II belong to us. However, we may not charge the
assets in Separate Account II attributable to the Policies with liabilities
arising out of any other business which we may conduct. If Separate Account II's
assets exceed the required reserves and other liabilities, we may transfer the
excess to our General Account. Income and both realized and unrealized gains or
losses from the assets of Separate Account II are credited to or charged against
Separate Account II without regard to the income, gains or losses arising out of
any other business we may conduct.
Separate Account II is registered with the SEC as a unit investment trust under
the Investment Company Act of l940 (the "l940 Act") and meets the definition of
a separate account under the federal securities laws. Registration with the SEC
does not involve supervision of the management or investment practices or
policies of Separate Account II by the SEC.
Changes To Separate Account II
Separate Account II may include other Investment Subdivisions that are not
available under the Policy. We may substitute another investment subdivision or
insurance company separate account under the Policy if, in our judgment,
investment in an Investment Subdivision should no longer be possible or becomes
inappropriate to the purposes of the Policies, or if investment in another
investment subdivision or insurance company separate account is in the best
interest of Owners. No substitution may take place without notice to Owners and
prior approval of the SEC and insurance regulatory authorities, to the extent
required by the l940 Act and applicable law.
We may also, where permitted by law:
19
<PAGE>
o create new separate accounts;
o combine separate accounts, including Separate Account II;
o transfer assets of Separate Account II, which we determine to be associated
with the class of Policies to which this Policy belongs, to another
separate account;
o add new Investment Subdivisions to or remove Investment Subdivisions from
Separate Account II, or combine Investment Subdivisions;
o make the Investment Subdivisions available under other policies we issue;
o add new Funds or remove existing Funds;
o substitute new Funds for any existing Fund which we determine is no longer
appropriate in light of the purposes of the Separate Account;
o deregister Separate Account II under the 1940 Act; and
o operate Separate Account II under the direction of a committee or in
another form.
- -------------------------------------------------------------------------------
THE PORTFOLIOS
- -------------------------------------------------------------------------------
You decide the Investment Subdivisions to which you direct Net Premiums. You may
change your premium allocation without penalty or charges. There is a separate
Investment Subdivision which corresponds to each portfolio of a Fund offered in
this Policy.
Each Fund is registered with the Securities and Exchange Commission as an
open-end management investment company under the 1940 Act. The assets of each
portfolio are separate from other portfolios of a Fund and each portfolio has
separate investment objectives and policies. As a result, each portfolio
operates as a separate portfolio and the investment performance of one portfolio
has no effect on the investment performance of any other portfolio.
Before choosing an Investment Subdivision to allocate your Net Premiums and
Account Value, carefully read the prospectus for each Fund, along with this
Prospectus. We summarize the investment objectives of each portfolio below.
There is no assurance that any of the portfolios will meet these objectives.
The investment objectives and policies of certain portfolios are similar to the
investment objectives and policies of other portfolios that may be managed by
the same investment adviser or manager. The investment results of the
portfolios, however, may be higher or lower than the results of such other
portfolios. There can be no assurance, and no representation is made, that the
investment results of any of the portfolios will be comparable to the investment
results of any other portfolio, even if the other portfolio has the same
investment adviser or manager, or if the other portfolio has a similar name.
20
<PAGE>
Investment Subdivisions
We offer you a choice from among 38 Investment Subdivisions, each of which
invests in an underlying portfolio of one of the Funds. You may invest in up to
seven Investment Subdivisions at any one time.
<TABLE>
<CAPTION>
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Investment Subdivision Investment Objective(1) Adviser (and Sub-
Adviser, as applicable)
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
International and Global Equity
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
<S> <C> <C>
Janus Aspen Series Seeks long-term capital growth in a manner consistent Janus Capital Corporation
Worldwide Growth Portfolio with the preservation of capital. Pursues this objective by
investing in a diversified portfolio of common stocks of
foreign and domestic issuers of all sizes. Normally invests
in at least five different countries including the United
States.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Janus Aspen Series Seeks long-term growth of capital. Pursues this objective Janus Capital Corporation
International Growth Portfolio primarily through investments in common stocks of issuers
located outside the United States. The portfolio normally
invests at least 65% of its total assets in securities of
issuers from at least five different countries, excluding the
United States.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Fidelity Variable Insurance Seeks long-term growth of capital by investing at least 65% of Fidelity Management &
Products Fund total assets in foreign securities, primarily in common stocks. Research Company
VIP Overseas Portfolio
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing long-term growth of capital by investing GE Investment
International Equity Fund primarily in foreign equity and equity-related securities which Management Incorporated
the Adviser believes have long-term potential for capital growth.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Specialty
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing maximum total return through current GE Investment
Real Estate Securities Fund income and capital appreciation by investing primarily in Management
securities of U.S. issuers that are principally engaged in or Incorporated
related to the real estate industry including those that own (Subadvised by
significant real estate assets. The portfolio will not invest Seneca Capital
directly in real estate. Management, L.L.C.)
- -----
1 Standard and Poor's, together with the Funds, determined these categories.
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Small-Cap Stocks
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
<S> <C> <C>
Oppenheimer Seeks to achieve capital appreciation by investing in OppenheimerFunds, Inc.
Variable Account Funds "growth-type" companies.
Aggressive Growth Fund/VA
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
The Alger American Fund Seeks long-term capital appreciation by focusing on small, Fred Alger Management, Inc.
Alger American fast-growing companies that offer innovative products, services
Small Capitalization Portfolio or technologies to a rapidly expanding marketplace. Under normal
circumstances, the portfolio invests primarily in the
equity securities of small capitalization companies.
A small capitalization company is one that has a
market capitalization within the range of the Russell 2000
Growth Index or the S&P (R) Small Cap 600 Index.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Mid-Cap Growth
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Janus Aspen Series Non-diversified portfolio pursuing long-term growth of capital. Janus Capital Corporation
Aggressive Growth Portfolio Pursues this objective by normally investing at least 50% of its
assets in equity securities issued by medium-sized companies.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Goldman Sachs Variable Seeks long-term capital appreciation, primarily through Goldman Sachs
Insurance Trust (VIT) equity securities of companies with public stock market Asset Management
Mid Cap Value Fund capitalizations within the range of the market capitalization
of companies constituting the Russell Midcap Index at the
time of investment (currently between $400
million and $16 billion).
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Mid-Cap Value
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing long term growth of capital by GE Investment
Value Equity Fund investing primarily in common stock and other equity Management
securities of companies that the investment adviser believes Incorporated
are undervalued by the marketplace at the time of purchase (Subadvised by
and that offer the potential for above-average growth of NWQ Investment
capital. Although the current portfolio reflects investments Management
primarily within the mid cap range, the Fund is not Company)
restricted to investments within any particular capitalization
and may in the future invest a majority of its assets
in another capitalization range.
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Large-Cap Growth
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
<S> <C> <C>
Janus Aspen Series Seeks long-term capital growth consistent with the Janus Capital
Growth Portfolio preservation of capital and pursues its objective by investing in Corporation
common stocks of companies of any size. Emphasizes larger, more
established issuers.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Janus Aspen Series Seeks long-term growth of capital. Pursues this objective by Janus Capital
Capital Appreciation Portfolio investing primarily in common stocks of companies of any size. Corporation
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Fidelity Variable Insurance Seeks long-term capital appreciation by investing mainly in Fidelity
Products Fund II common stocks and in securities of companies whose value is Management &
VIP II Contrafund Portfolio believed to have not been fully recognized by the public. This Research
fund invests in domestic and foreign issuers. This fund also Company
invests in "growth" stocks or "value" stocks or both.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Fidelity Variable Insurance Seeks capital appreciation by investing primarily in Fidelity
Products Fund common stocks of companies believed to have above-average Management &
VIP Growth Portfolio growth potential. Research
Company
- ------------------------------------ ------------------------------------------------------------------ ----------------------------
- ------------------------------------ ------------------------------------------------------------------ ----------------------------
Fidelity Variable Insurance Seeks high total return through a combination of current Fidelity Management
Products Fund III income and capital appreciation by investing a majority of & Research Company
VIP III Growth & Income assets in common stocks with a focus on those that pay current
Portfolio dividends and show potential for capital appreciation.
- ------------------------------------ ------------------------------------------------------------------ -----------------------
- ------------------------------------ ------------------------------------------------------------------ ----------------------------
Oppenheimer Variable Account Seeks capital appreciation from investments in securities OppenheimerFunds, Inc.
Funds of well-known and established companies. Such securities
Capital Appreciation Fund/VA generally have a history of earnings and dividends and are
issued by seasoned companies (having an operating history
of at least five years, including predecessors). Current
income is a secondary consideration in the selection
of the Capital Appreciation Fund's portfolio securities.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing long-term growth of capital as well GE Investment
Premier Growth Equity Fund as future (rather than current) income by investing primarily in Management
growth-oriented equity securities. Incorporated
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
The Alger American Fund Seeks long-term capital appreciation by focusing on growing Fred Alger Management, Inc.
Alger American Growth Portfolio companies that generally have broad product lines, markets,
financial resources and depth of management. Under normal
circumstances, the portfolio invests primarily in the
equity securities of large companies. The portfolio considers
a large company to have a market capitalization of
$1 billion or greater.
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Large-Cap Value
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
<S> <C> <C>
Fidelity Variable Insurance Seeks reasonable income and will consider the potential for Fidelity Management &
Products Fund capital appreciation. The fund also seeks a yield, which exceeds Research
VIP Equity-Income the composite yield on the securities comprising the S&P 500 Company
Portfolio by investing primarily in income-producing equity securities and
by investing in domestic and foreign issuers.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Fidelity Variable Insurance Seeks to provide capital growth by investing primarily Fidelity
Products Fund III in common stock and other types of securities, including bonds, Management &
VIP III Growth Opportunities which may be lower-quality debt securities. Research
Portfolio Company
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing long-term growth of capital through GE Investment Management
U.S. Equity Fund investments primarily in equity securities of U.S. companies. Incorporated
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing capital appreciation and GE Investment Management
S&P 500 Index Fund(2) accumulation of income that corresponds to the investment Incorporated
return of the Standard & Poor's 500 Composite Stock Price Index (Subadvised by State
through investment in common stocks comprising the Index. Street
Global
Advisors)
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Federated Insurance Series Seeks high current income and moderate capital appreciation Federated
Utility Fund II by investing primarily in equity and debt securities of utility Investment
companies. Management
Company
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Federated Insurance Series Seeks long-term growth of capital with a secondary objective of Federated Investment
American Leaders Fund II providing income. Seeks to achieve its objective by investing, Management Company
under normal circumstances, at least 65% of its total assets
in common stock of "blue chip" companies.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Goldman Sachs Variable Insurance Seeks long-term capital growth and growth of income, primarily Goldman Sachs
Trust (VIT) through equity securities that are considered to have favorable Asset
Growth and Income Fund prospects for capital appreciation and/or dividend-paying ability. Management
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Salomon Brothers Variable Seeks long-term growth of capital with current income Salomon Brothers
Series Funds as a secondary objective, primarily through Asset
Investors Fund investments in common stocks of well-known companies. Management Inc
- ------- 2 "Standard & Poor's," "S&P," and "S&P 500" are trademarks of The
Mc-Graw Hill Companies, Inc. and have been licensed for use by GE Investment
Management Incorporated. The S&P 500 Index Fund is not sponsored, endorsed, sold
or promoted by Standard & Poor's, and Standard & Poor's makes no representation
or warranty, express or implied, regarding the advisability of investing in this
Fund or the Policy.
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Balanced
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
<S> <C> <C>
Janus Aspen Series Seeks long term growth of capital. Pursues this objective Janus Capital Corporation
Balanced Portfolio consistent with the preservation of capital and balanced by
current income. Normally invests 40-60% of its assets in
securities selected primarily for their growth potential and
40-60% of its assets in securities selected
primarily for their income potential.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Fidelity Variable Insurance Seeks high total return with reduced risk over the long-term Fidelity
Products Fund II by allocating assets among stocks, bonds and short-term and Management &
VIP II Asset Manager money market instruments. Research
Portfolio Company
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Oppenheimer Variable Account Funds Seeks total investment return (which includes current income OppenheimerFunds, Inc.
Multiple Strategies Fund/VA and capital appreciation in the values of its shares) from
investments in common stocks and other equity securities, bonds and
other debt securities, and "money market" securities.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing the highest total return, composed of GE Investment
Total Return Fund current income and capital appreciation, as is consistent with Management Incorporated
prudent investment risk by investing in common stock,
bonds and money market instruments, the proportion of
each being continuously determined by the investment
adviser.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Salomon Brothers Variable Seeks to obtain above-average income by primarily investing Salomon
Series Funds in a broad variety of securities, including stocks, fixed-income Brothers Asset
Total Return Fund securities and short-term obligations. Management Inc
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
High-Yield Bonds
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Janus Aspen Series Seeks maximum total return consistent with preservation of Janus Capital Corporation
Flexible Income Portfolio capital. Total return is expected to result from a combination
of income and capital appreciation. The portfolio pursues
its objective primarily by investing in any type of
income-producing securities. This portfolio may have
substantial holdings of lower-rated debt securities or
"junk" bonds. The risks of investing in junk bonds are
described in the prospectus for Janus Aspen Series, which
should be read carefully before investing.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Oppenheimer Variable Account Funds Seeks high current income from investments in high yield fixed OppenheimerFunds, Inc.
High Income Fund/VA income securities, including unrated securities or high-risk
securities in lower rating categories. These securities may be
considered speculative. This Fund may have substantial
holdings of lower-rated debt securities or "junk" bonds.
The risks of investing in junk bonds are described in
the prospectus for the Oppenheimer Variable Account Funds,
which should be read carefully before investing.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
<S> <C> <C>
Federated Insurance Series Seeks high current income by investing primarily in a diversified Federated Investment
High Income Bond Fund II portfolio of professionally managed fixed-income securities. The Management Company
fixed income securities in which the Fund intends to invest
are lower-rated corporate debt obligations, commonly referred
to as "junk bonds". The risks of these securities and their high
yield potential are described in the prospectus for the
Federated Insurance Series, which should be read
carefully before investing.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Domestic Bonds
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Oppenheimer Variable Account Funds Seeks high level of current income and capital, and growth when OppenheimerFunds, Inc.
Bond Fund/VA consistent with its primary objective. Under normal conditions
this fund will invest at least 65% of its total assets in
investment grade debt securities.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing maximum income consistent with prudent GE Investment
Income Fund investment management and preservation of capital by investing Management Incorporated
primarily in income-bearing debt securities and other income
bearing instruments.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Salomon Brothers Variable Seeks high level of current income with capital appreciation Salomon Brothers
Series Funds as a secondary objective, through a globally diverse portfolio Asset Management Inc
Strategic Bond Fund of fixed-income investments, including lower-rated fixed
income securities commonly known as junk bonds.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
Money Market
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
GE Investments Funds Objective of providing highest level of current income as is GE Investment
Money Market Fund consistent with high liquidity and safety of principal by Management Incorporated
investing in various types of good quality money market
securities.
- ----------------------------------- ------------------------------------------------------------------ ----------------------------
</TABLE>
Not all of these portfolios may be available in all states or markets.
We will purchase shares of the portfolios at net asset value and direct them to
the appropriate Investment Subdivisions of Separate Account II. We will redeem
sufficient shares of the appropriate portfolios at net asset value to pay
surrender/partial surrender proceeds or for other purposes described in the
Policy. We automatically reinvest all dividends and capital gain distributions
of the portfolios in shares of the distributing portfolios at their net asset
value on the date of distribution. In other words, we do not pay portfolio
dividends or portfolio distributions out to Owners as additional units, but
instead reflect them in Unit Values.
Shares of the portfolios of the Funds are not sold directly to the general
public. They are sold to us, and they may also be sold to other insurance
26
<PAGE>
companies that issue variable annuity and variable life insurance policies. In
addition, they may be sold to retirement plans.
When a Fund sells shares in any of its portfolios both to variable annuity and
to variable life insurance separate accounts, it engages in mixed funding. When
a Fund sells shares in any of its portfolios to separate accounts of
unaffiliated life insurance companies, it engages in shared funding.
Each Fund may engage in mixed and shared funding. Therefore, due to differences
in redemption rates or tax treatment, or other considerations, the interests of
various shareholders participating in a Fund could conflict. A Fund's Board of
Directors will monitor for the existence of any material conflicts, and
determine what action, if any, should be taken. See the Prospectuses for the
Funds.
We have entered into agreements with either the investment adviser or
distributor of each of the Funds under which the adviser or distributor pays us
a fee ordinarily based upon an annual average percentage of the average
aggregate net amount we have invested on behalf of Account II and other separate
accounts. These percentages differ, and some investment advisers or distributors
pay us a greater percentage than other advisors or distributors. These
agreements reflect administrative services we provide.
Your Right To Vote Portfolio Shares
As required by law, we will vote the portfolio shares held in Separate Account
II at meetings of the shareholders of the Funds. The voting will be done
according to the instructions of Owners who have interests in any Investment
Subdivisions which invest in the portfolios of the Funds. If the 1940 Act or any
regulation under it should be amended, and if as a result we determine that we
are permitted to vote the portfolios' shares in our own right, we may elect to
do so.
We will determine the number of votes which you have the right to cast by
applying your percentage interest in an Investment Subdivision to the total
number of votes attributable to the Investment Subdivision. In determining the
number of votes, we will recognize fractional shares.
We will vote portfolio shares of a class held in an Investment Subdivision for
which we received no timely instructions in proportion to the voting
instructions which we received for all Policies participating in that Investment
Subdivision. We will apply voting instructions to abstain on any item to be
voted on a pro-rata basis to reduce the number of votes eligible to be cast.
Whenever a Fund calls a shareholders meeting, each person having a voting
interest in an Investment Subdivision will receive proxy material, reports and
other materials relating to the portfolio. Since each portfolio may engage in
shared funding, other persons or entities besides the Company may vote portfolio
shares. See Investment Subdivisions.
- -------------------------------------------------------------------------------
CHARGES AND DEDUCTIONS
- -------------------------------------------------------------------------------
This section describes the charges and deductions we make under the Policy to
compensate us for the services and benefits we provide, costs and expenses we
incur, and risks we assume. The services and benefits we provide include:
o the partial surrender, surrender, Policy loan and death benefits under the
Policy;
27
<PAGE>
o investment options, including Net Premium allocations, dollar-cost
averaging and portfolio rebalancing programs;
o administration of various elective options under the Policy; and
o the distribution of various reports to Owners.
The costs and expenses we incur include:
o those associated with underwriting applications, increases in Specified
Amount, and riders;
o various overhead and other expenses associated with providing the services
and benefits provided by the Policy;
o sales and marketing expenses; and
o other costs of doing business, such as federal, state and local premium and
other taxes and fees.
The risks we assume include:
o that the Insureds may live for a shorter period of time than estimated,
resulting in the payment of greater death benefits than expected; and
o that the costs of providing the services and benefits under the Policies
will exceed the charges deducted.
We may profit from any charges deducted, such as the mortality and expense risk
charge. We may use any such profits for any purpose, including payment of
distribution expenses.
Premium Charge
If the initial Specified Amount is $500,000 or more, we currently deduct a 3
1/2% charge (5% maximum) from each premium before placing the resulting Net
Premium in the Investment Subdivisions. If the initial Specified Amount is at
least $250,000 but less than $500,000, we currently deduct a 6 1/2% premium
charge (8% maximum). We currently do not deduct the maximum premium charge but
reserve the right to do so. We will not assess the premium charge against the
policy loan portion of a premium received from the rollover of a life insurance
policy.
Mortality and Expense Risk Charge
We currently deduct a daily charge from assets in the Investment Subdivisions
attributable to the Policies at an effective annual rate of 0.70% of net assets.
We will not increase this charge for the duration of your Policy. This charge is
factored into the net investment factor.
The mortality risk we assume is the risk that the Insureds may live for a
shorter period of time than estimated and, therefore, a greater amount of death
benefit proceeds than expected will be payable. The expense risk we assume is
28
<PAGE>
that expenses incurred in issuing and administering the Policies will be greater
than estimated and, therefore, will exceed the expense charge limits set by the
Policies.
Monthly Deduction
We make a monthly deduction on the Policy Date and each Monthly Anniversary Day
from Account Value. The monthly deduction for each Policy consists of:
o the cost of insurance charge (discussed below);
o a policy charge of $5;
o an expense charge of up to $.20 per $1,000 of initial Specified Amount
(however, our current practice may be more favorable to you in that we
currently vary this charge based on the issue Age of each Insured, and in
that we currently deduct this charge only in the first ten Policy Years);
o an expense charge for any increases in Specified Amount of up to $.20 per
$1,000 of increase (however, our current practice may be more favorable to
you in that we currently vary this charge based on the issue Age of each
Insured, and in that we currently deduct this charge only during the first
ten Policy Years following the increase); and
o any charges for additional benefits added by riders to the Policy (see
Supplemental Benefits).
We will allocate the monthly deduction for a Policy Month among the Investment
Subdivisions of Separate Account II in the same proportion that your Policy's
Account Value in each Subdivision bears to the total Account Value in all
Investment Subdivisions at the beginning of the Policy Month.
Cost of Insurance
The cost of insurance is a significant charge under your Policy because it is
the primary charge for the death benefit we provide you. We determine the cost
of insurance in a manner that reflects the anticipated mortality of both
Insureds and the fact that the death benefit is not payable until the death of
the Last Insured. Because the cost of insurance depends on a number of factors
(Age, gender (where applicable), Policy duration, and rating class), the cost
will vary from Policy to Policy and from Monthly Anniversary Day to Monthly
Anniversary Day. The cost of insurance rates generally increase as the Insureds'
attained age increases.
We calculate the cost of insurance on each Monthly Anniversary Day based on the
net amount at risk. We determine the net amount at risk by the following
formula:
Death Benefit
---------------
1.0032737 - Account Value
To determine the cost of insurance for a particular Policy Month, we divide the
net amount at risk by 1000 and multiply that result by the applicable cost of
insurance rate. If Option B is in effect, and the Specified Amount has
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increased, we first consider the Account Value part of the initial Specified
Amount. If the Account Value is more than the initial Specified Amount, we will
consider it part of the increased Specified Amounts resulting from increases in
the order of the increases.
The cost of insurance rates for the Policy are based on each Insured's Age,
gender (where applicable), Policy duration, and applicable rating class. We
currently place Insureds in the following rating classes when we issue the
Policy, based on our underwriting: a male or female or unisex rating class where
appropriate under applicable law (currently including the state of Montana); and
a nicotine use or no nicotine use rating class. In addition, some Insureds may
qualify for a preferred rating. The original rating classes apply to the initial
Specified Amount. If you apply for an increase in Specified Amount, you will
have to submit evidence satisfactory to us that each Insured is insurable at the
same rating class used at the time we issued the Policy. The death of the first
Insured to die will not affect the cost of insurance scale for the second
Insured.
We may change the cost of insurance rates from time to time at our sole
discretion, but we guarantee that the rates we charge will never exceed the
maximum rates shown in your Policy. These rates are based on the Commissioners'
1980 Standard Ordinary Mortality Tables. The maximum cost of insurance rates are
based on each Insured's age nearest birthday at the start of the Policy Year.
Modifications to cost of insurance rates are made for rating classes other than
standard. The rates we currently charge are, at most ages, lower than the
maximum permitted under the Policies and depend on our expectation of future
experience with respect to mortality, interest, expenses, persistency, and
taxes. A change in rates will apply to all pairs of persons of the same age,
gender (where applicable), and rating class and whose Policies have been in
effect for the same length of time.
In most states, there is no maturity age, and the cost of insurance charges will
continue past age 100 of the younger Insured.
Surrender Charge
If you fully surrender your Policy during the surrender charge period, we will
deduct a surrender charge. We calculate the schedule of surrender charges that
applies to a Policy by multiplying surrender charge factors times the Specified
Amount, divided by $1,000. We determine the factors per $1,000 of Specified
Amount and vary them by issue Age, gender (where applicable), and rating class
of each Insured and by the number of months since the Policy Date. The surrender
charge remains level for the first six Policy Years and then decreases uniformly
each Policy month to zero over the next 10 Policy Years or to the younger
Insured's attained age 100, whichever is earlier. We will deduct the surrender
charge before we pay the Surrender Value.
The chart below illustrates the surrender charge factor for the first Policy
Year per $1,000 of Specified Amount for Policies which are issued on a male no
nicotine use and female no nicotine use standard rating class basis. These
calculations assume both Insureds are the same issue Age.
Factor per $1,000
Issue Age of Specified Amount
25/25 $12
35/35 $14
45/45 $18
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55/55 $24
65/65 $35
75/75 $41
85/85 $34
If you increase the Specified Amount (other than as a result of a change from
Death Benefit Option A to Death Benefit Option B), you will be subject to an
additional surrender charge for another 16 Policy Years following the increase
or to the younger Insured's attained age 100, if earlier. We will base the
amount of the additional surrender charge on the initial scale of per $1,000
surrender charge factors calculated at the time of issue.
If you decrease the Specified Amount during the period that surrender charges
apply (other than as a result of partial surrenders or a change from Death
Benefit Option B to Death Benefit Option A), you will be assessed a portion of
the surrender charges to which the Policy is subject. We will deduct the amount
of the surrender charge from your Account Value, and will allocate the charge
among each Investment Subdivision in the same proportion that the Policy's
Account Value in each Investment Subdivision bears to the Account Value in all
Investment Subdivisions. We will base the amount of surrender charge:
(1) first on any surrender charge in effect on the most recent increase
and the amount of reduction to this increase caused by the decrease;
(2) then on any surrender charge in effect on the next most recent
increases successively and the amount of any reduction to each of
these increases caused by the decrease; and
(3) finally on the surrender charge in effect on coverage provided under
the original application and any reduction to this amount caused by
the decrease.
Whenever we deduct a portion of the surrender charges because you decreased the
Specified Amount, we reduce the Policy's remaining surrender charges to reflect
the assessments made.
The total surrender charge for any given Policy Month is the sum of:
o the surrender charge that applies to the initial Specified Amount, adjusted
for any decrease in Specified Amount; plus
o the surrender charges that apply to any increases in Specified Amount,
adjusted for any decrease in Specified Amount.
We disclose the surrender charges on the data pages to your Policy.
We do not assess a surrender charge for partial surrenders, but do assess a
processing fee.
Partial Surrender Processing Fee
We deduct a partial surrender processing fee on partial surrenders you make. The
fee equals the lesser of $25 or 2% of the amount surrendered.
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Transfer Charge
We assess a $10 transfer charge for each transfer after the first transfer you
make in any calendar month. We take this charge from the amount you transfer.
For purposes of assessing this charge, we consider each transfer request one
transfer, regardless of the number of Investment Subdivisions affected by the
transfer. Multiple transfers within the same Valuation Period are also
considered one transfer for this purpose.
Other Charges
If you request a projection of illustrative future life insurance under the
Policy and Policy values, we reserve the right to charge a maximum fee of $25
for the cost of preparing the projection.
There are deductions from and expenses paid out of the assets of each portfolio
that are more fully described in each Fund's prospectus.
Reduction Of Charges For Group Sales
We may reduce charges and/or deductions for sales of the Policies to a trustee,
employer or similar entity representing a group or to members of the group where
such sales result in savings of sales or administrative expenses. We will base
these discounts on the following:
1. The size of the group. Generally, the sales expenses for each
individual owner for a larger group are less than for a smaller group
because more Policies can be implemented with fewer sales contacts and
less administrative cost.
2. The total amount of premium payments to be received from a group. Per
Policy sales and other expenses are generally proportionately less on
larger premium payments than on smaller ones.
3. The purpose for which the policies are purchased. Certain types of
plans are more likely to be stable than others. Such stability reduces
the number of sales contacts and administrative and other services
required, reduces sales administration and results in fewer Policy
terminations. As a result, our sales and other expenses are reduced.
4. The nature of the group for which the policies are being purchased.
Certain types of employee and professional groups are more likely to
continue Policy participation for longer periods than are other groups
with more mobile membership. If fewer Policies are terminated in a
given group, our sales and other expenses are reduced.
5. Other circumstances. There may be other circumstances of which we are
not presently aware, which could result in reduced sales expenses.
If, after we consider the factors listed above, we determine that a group
purchase would result in reduced sales expenses, we may reduce the charges
and/or deductions for each group. Reductions in these charges and/or deductions
will not be unfairly discriminatory against any person, including the affected
Owners and all other owners of policies funded by Separate Account II.
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THE POLICY
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Applying for a Policy
To purchase a Policy, you and your registered representative must complete an
application and submit it to us at our Home Office. You also must pay an initial
premium of a sufficient amount. See Premiums, below. You can submit your initial
premium with your application or at a later date. (If you submit your initial
premium with your application, please remember that we will place your premium
in a non-interest bearing account for a certain amount of time. See Allocating
Premiums.) Coverage generally becomes effective as of the Policy Date.
Generally, we will issue a Policy covering Insureds from Age 20 up to Age 85 if
evidence of insurability satisfies our underwriting rules. Required evidence of
insurability may include, among other things, medical examinations of the
Insureds. We may reject an application for any lawful reason.
If you do not pay the full first premium with your application, the insurance
will become effective on the effective date. This date is the date that you pay
your premium and that we deliver your Policy. All persons proposed for insurance
must be insurable on the Policy Date.
If you pay the full first premium with your application, we may give you a
conditional receipt. This means that, subject to our underwriting requirements
and subject to a maximum limitation, your insurance will become effective on the
effective date we specified in the conditional receipt, provided the Insureds
are found to be, on the effective date, insurable at standard premium rates for
the plan and amount of insurance requested in the application. This effective
date will be the latest of (i) the date of completion of the application, (ii)
the date of completion of all medical exams and tests we require, and (iii) the
policy date you requested when that date is later than the date you completed
your application.
Owner
You have rights in the Policy during the Insureds' lifetimes. If you die before
the Insureds and there is no contingent Owner, ownership will pass to your
estate.
We will treat Joint Owners as having equal undivided interests in the Policy.
All Owners must together exercise any ownership rights in the Policy.
Beneficiary
You designate the primary Beneficiaries and contingent Beneficiaries when you
apply for the Policy. You may name one or more primary Beneficiaries or
contingent Beneficiaries. We will pay the proceeds in equal shares to the
survivors in the appropriate Beneficiary class, unless you request otherwise.
Unless an optional payment plan is chosen, we will pay the Death Proceeds in a
lump sum to the primary Beneficiary(ies). If the primary Beneficiary(ies) dies
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before the Insureds, we will pay the proceeds to the contingent
Beneficiary(ies). If there is no surviving Beneficiary(ies) we will pay the
proceeds to you or your estate.
Changing the Beneficiary
If you reserve the right, you may change the Beneficiary during the Insureds'
lives. To make this change, please write our Home Office. The request and the
change must be in a form satisfactory to us and we must actually receive the
request. The change will take effect as of the date you signed the request.
Canceling a Policy
You may cancel a Policy during the "free-look period" by returning it to us at
our Home Office or to the agent who sold it. The free-look period expires 10
days after you receive the Policy. The free-look period is longer if required by
state law. If you decide to cancel the Policy during the free-look period, we
will treat the Policy as if it had never been issued. Within seven calendar days
after we receive the returned Policy, we will refund the amount required by
state law. Depending on the state, the amount of the refund may equal the total
of all premiums paid for the Policy or an amount equal to the sum of:
o the total amount of monthly deductions made against Account Value and any
charges deducted from premiums paid (excluding portfolio fees and charges
and mortality and expense risk charges); plus
o Account Value on the date we (or our agent) receive the returned Policy.
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PREMIUMS
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General
The premium amounts sufficient to fund a Policy depend on a number of factors,
such as the Age, gender (where applicable), and rating class of the proposed
Insureds, the desired Specified Amount, any supplemental benefits, and
investment performance of the Investment Subdivisions. We will usually credit
your initial premium payment to the Policy on the later of the date we approve
your application and the date we receive your payment. We will credit any
subsequent premium payment to the Policy on the Valuation Day we receive it at
our Home Office. After you pay the initial premium, you may make unscheduled
premium payments in any amount and at any time subject to certain restrictions.
The total premiums you pay may not exceed guideline premium limitations for life
insurance set forth in the Code and shown in your Policy. We may reject any
premium, or any portion of a premium, that would result in the Policy being
disqualified as life insurance under the Code. We will refund any rejected
premium along with any interest it accrued. For your convenience, we will
monitor Policies and will attempt to notify you on a timely basis if your Policy
is in jeopardy of becoming a Modified Endowment Contract ("MEC") under the Code.
See Tax Considerations.
We reserve the right to limit the number and amount of any unscheduled premium
payment.
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Tax Free Exchanges (1035 Exchanges)
We will accept as part of your initial premium money from one contract that
qualified for a tax free exchange under Section 1035 of the Code. If you
contemplate such an exchange, you should consult a competent tax advisor to
learn the potential tax effects of such a transaction.
Certain Internal Exchanges
If you replace an existing GE Life and Annuity Assurance Company fixed permanent
joint life insurance policy on the same two lives with this Policy, we may waive
some or all of the surrender charges on the fixed permanent joint life insurance
policy, provided that: 1) the fixed permanent joint life insurance policy has a
positive surrender value at the time of the exchange; and 2) the entire account
value in the fixed permanent joint life insurance policy is rolled over into the
Policy.
If you qualify, the maximum amount of surrender charges we will waive on the
fixed permanent joint life insurance policy equals the following, based on the
initial Specified Amount of this Policy. (1) If the initial Specified Amount on
this Policy is $500,000 or more, the maximum amount of surrender charge we will
waive on the fixed permanent joint life insurance policy equals: Surrender
Charge (new) + .035 Account Value, where Surrender Charge (new) is the initial
(first Policy Month) surrender charge of this Policy and Account Value is the
account value of the fixed permanent joint life insurance policy at the time of
the exchange. (2) If the initial Specified Amount on this Policy is at least
$250,000 but less than $500,000, the maximum amount of surrender charge we will
waive on the fixed permanent joint life insurance policy equals: Surrender
Charge (new) + .065 Account Value, where Surrender Charge (new) is the initial
(first Policy Month) surrender charge of this Policy and Account Value is the
account value of the fixed permanent joint life insurance policy at the time of
the exchange. Please contact us for more details.
Periodic Premium Plan
When you apply for a Policy, you may select a periodic premium payment plan.
Under this plan, you may choose to receive a premium notice either annually,
semi-annually, or quarterly. You can also arrange for annual, semi-annual,
quarterly or monthly premium payments paid via automatic deduction from your
bank account or any other similar account we accept. You are not required to pay
premiums in accordance with this premium plan; you can pay more or less than
planned or skip a planned premium payment entirely. You can change the amount of
planned premiums and payment arrangements, or switch between frequencies,
whenever you want by providing satisfactory instructions to our Home Office.
This change will be effective upon our receipt of the instructions. Depending on
the Account Value at the time of an increase in the Specified Amount and the
amount of the increase requested, a change in your periodic premium payments may
be advisable. See Changing the Specified Amount.
Minimum Premium Payment
Generally, the minimum modal premium we will accept is $25 (please keep in mind
that you may have to pay a higher amount to keep the Policy in force). Even if
you pay the minimum premium amount, your Policy may lapse. See Premium to
Prevent Termination. For purposes of the minimum premium payment requirements,
we deem any payment to be a planned periodic premium if we receive it within 30
days (before or after) of
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the scheduled date for a planned periodic premium payment and the percentage
difference between the planned amount and the actual payment amount is not more
than 10%. We will deem all other premium payments to be unscheduled premium
payments. Unless you direct us otherwise, we apply unscheduled premium payments
first to repay any Policy Debt.
Allocating Premiums
When you apply for a Policy, you specify the percentage of your Net Premium we
allocate to each Investment Subdivision. You may only direct your Net Premiums
and Account Value to seven Investment Subdivisions at any given time. You can
change the allocation percentages at any time by writing or calling our Home
Office. The change will apply to all premiums we receive with or after we
receive your instructions. Net Premium allocations must be in percentages
totaling 100%, and each allocation percentage must be a whole number.
Until we approve your application, receive all necessary forms including any
subsequent amendments to the application, and receive the entire initial
premium, we will place any premiums you pay into a non-interest bearing account.
We will then allocate your Net Premium during the free look period as specified
below.
In states that require us to refund your premiums paid upon the exercise of your
free look right, we will allocate all Net Premiums to the Investment Subdivision
investing in the Money Market Fund of GE Investments Funds during the free look
period. Fifteen days following this allocation, we will transfer the Account
Value to the Investment Subdivisions based on the Net Premium allocation
percentages you selected. In other states, we will allocate Net Premiums to the
Investment Subdivisions based on the Net Premium allocation percentages you
specified in your application. See How Your Account Value Varies.
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HOW YOUR ACCOUNT VALUE VARIES
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Account Value
The Account Value is the entire amount we hold under your Policy for you. The
Account Value serves as a starting point for calculating certain values under a
Policy. It is the sum of the total amount under the Policy in each Investment
Subdivision and the amount held in the General Account to secure Policy Debt.
See Loan Benefits. We determine Account Value first on your Policy Date (or on
the date we receive your initial premium, if later) and after that on each
Valuation Day. Your Account Value will vary to reflect the performance of the
Investment Subdivisions to which you have allocated amounts and also will vary
to reflect Policy Debt, charges for monthly deduction, mortality and expense
risk charges, transfers, partial surrenders, Policy loan interest, and Policy
loan repayments. Your Account Value may be more or less than the premiums you
paid.
Surrender Value
The Surrender Value on a Valuation Day is the Account Value reduced by both any
surrender charge that we would deduct if you surrendered the Policy that day and
any Policy Debt.
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Investment Subdivision Values
On any Valuation Day, the value of an Investment Subdivision equals the number
of Investment Subdivision units we credit to the Policy multiplied by the Unit
Value for that day. When you make allocations to an Investment Subdivision,
either by Net Premium allocation, transfer of Account Value, transfer of loan
interest from the General Account, or repayment of a Policy loan, we credit your
Policy with units in that Investment Subdivision. We determine the number of
units by dividing the amount allocated, transferred or repaid to the Investment
Subdivision by the Investment Subdivision's Unit Value for the Valuation Day
when we effect the allocation, transfer or repayment.
The number of units we credit to a Policy will decrease whenever we take the
allocated portion of the monthly deduction, you take a Policy loan or a partial
surrender from the Investment Subdivision, you transfer an amount from the
Investment Subdivision, you take a partial surrender from the Investment
Subdivision, or you surrender the Policy.
Unit Values
We arbitrarily set the Unit Value for each Investment Subdivision at $10 when we
established the Investment Subdivision. After that, an Investment Subdivision's
Unit Value varies to reflect the investment experience of the underlying
portfolio, and may increase or decrease from one Valuation Day to the next. We
determine Unit Value, after an Investment Subdivision's operations begin, by
multiplying the net investment factor for that Valuation Period by the Unit
Value for the immediately preceding period.
Net Investment Factor
The net investment factor for a Valuation Period is (a) divided by (b), minus
(c), where:
(a) is the result of:
1. the value of the assets at the end of the preceding Valuation
Period; plus
2. the investment income and capital gains, realized or unrealized,
credited to those assets at the end of the Valuation Period for
which the net investment factor is being determined; minus
3. the capital losses, realized or unrealized, charged against those
assets during the Valuation Period; minus
4. any amount charged against the Separate Account for taxes, or any
amount we set aside during the Valuation Period as a provision
for taxes attributable to the operation or maintenance of the
Separate Account; and
(b) is the value of the assets in the Investment Subdivision at the end of
the preceding Valuation Period; and
(c) is a charge no greater than .0019246% for each day in the Valuation
Period. This corresponds to .70% per year.
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TRANSFERS
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General
You may transfer Account Value among the Investment Subdivisions at any time
after the end of the free look period. Transfer requests may be made in writing
or in any other form acceptable to us. A transfer will take effect as of the end
of the Valuation Period during which we receive your request at our Home Office.
We may defer transfers under the same conditions that we may delay paying
proceeds. See Requesting Payments. Currently, there is no limit on the number of
transfers among the Investment Subdivisions, but we reserve the right to limit
the number of transfers to twelve each calendar year. We reserve the right to
modify, restrict, suspend or eliminate the transfer privileges, including
telephone transfer privileges, at any time, for any reason. There is a charge
after the first transfer made in a calendar month. See Transfer Charge.
Sometimes, we may not honor your transfer request. We may not honor your
transfer request:
(i) if any Investment Subdivision that would be affected by the transfer
is unable to purchase or redeem shares of the Fund in which the
Investment Subdivision invests;
(ii) if the transfer is a result of more than one trade involving the same
Investment Subdivision within a 30 day period;
(iii) if the transfer would adversely affect unit values; or
(iv) if the transfer would adversely affect any portfolio affected by the
transfer.
We also may not honor transfers made by third parties. (See Transfers by
Third Parties.)
When thinking about a transfer of Account Value, you should consider the
inherent risk involved. Frequent transfers based on short-term expectations may
increase the risk that you will make a transfer at an inopportune time.
Dollar-Cost Averaging
The dollar-cost averaging program permits you to systematically transfer on a
monthly or quarterly basis a set dollar amount from the Investment Subdivision
investing in the Money Market portfolio of the GE Investments Funds (the "Money
Market Investment Subdivision") to any combination of other Investment
Subdivisions (as long as the total number of Investment Subdivisions used does
not exceed the maximum number allowed under the Policy). The dollar-cost
averaging method of investment is designed to reduce the risk of making
purchases only when the price of units is high, but you should carefully
consider your financial ability to continue the program over a long enough
period of time to purchase units when their value is low as well as when it is
high. Dollar-cost averaging does not assure a profit or protect against a loss.
You may participate in the dollar-cost averaging program by completing a
dollar-cost averaging agreement or calling our Home Office. To use the
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dollar-cost averaging program, you must transfer at least $100 from the Money
Market Investment Subdivision to any other Investment Subdivision. If any
transfer would leave less than $100 in the Money Market Investment Subdivision,
we will transfer the entire amount. Once elected, dollar-cost averaging remains
in effect from the date we receive your request until the value of the
Investment Subdivision from which transfers are being made is depleted, or until
you cancel the program by written request or by telephone if we have your
telephone authorization on file.
There is no additional charge for dollar-cost averaging, and we do not consider
a transfer under this program a transfer for purposes of assessing a transfer
charge, nor for calculating any limit on the maximum number of transfers we may
impose for a calendar year. We reserve the right to discontinue or modify the
dollar-cost averaging program at any time and for any reason.
Asset Allocation
You may select from five asset allocation model portfolios offered by us, or you
may use a model offered by us as a guide to help you develop your own asset
allocation program. The models designed by us are as follows:
Model Investment and Risk Profile
1 Income
2 Enhanced Income
3 Growth & Income
4 Growth
5 Aggressive Growth
If you elect to participate in the asset allocation program, we will
automatically allocate all premium payments among the Investment Subdivisions
indicated by the model and the portfolios within the model you select. Although
you may use only one model at a time, you may elect to change your selection as
your tolerance for risk, needs, and/or objectives change. You may use a
questionnaire that we offer to determine the model that best meets your risk
tolerance and time horizons. Asset allocation does not guarantee a profit or
protect against a loss.
Because each Investment Subdivision performs differently over time, your
portfolio mix may vary from its initial allocations. You may elect to have the
portfolios automatically rebalanced under our portfolio rebalancing program,
described below.
From time to time, we will review the models and may find that allocation
percentages among the Investment Subdivisions or even some of the Investment
Subdivisions within a particular model need to be changed. We will send you
notice that such a change has been made. Unless you elect to participate in the
new allocation model you will remain in your current designated allocation
model. This change will not be made automatically.
There is no additional charge for the asset allocation program. We reserve the
right to discontinue offering this program at any time and for any reason.
Portfolio Rebalancing
Once you allocate your money among the Investment Subdivisions, the performance
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of each Investment Subdivision may cause your allocation to shift. You may
instruct us to automatically rebalance (on a quarterly, semi-annual or annual
basis) your Account Value to return to the percentages specified in your
allocation instructions. You may elect to participate in the portfolio
rebalancing program at any time by completing the portfolio rebalancing
agreement. Your percentage allocations must be in whole percentages. Subsequent
changes to your percentage allocations may be made at any time by writing or
calling our Home Office. Once elected, portfolio rebalancing remains in effect
from the date we receive your request until you instruct us to discontinue
portfolio rebalancing. There is no additional charge for using portfolio
rebalancing, and we do not consider a portfolio rebalancing transfer a transfer
for purposes of assessing a transfer charge, nor for calculating any limit on
the maximum number of transfers we may impose for a calendar year. We reserve
the right to discontinue or modify the portfolio rebalancing program at any time
and for any reason. Portfolio rebalancing does not guarantee a profit or protect
against a loss.
Transfers By Third Parties
As a general rule and as a convenience to you, we allow you to give a third
party the right to effect transfers on your behalf. However, when the same third
party makes transfers for many Owners, the result can be simultaneous transfers
involving large amounts of Account Value. Such transfers can disrupt the orderly
management of the portfolios underlying the Policy, can result in higher costs
to Owners, and are generally not compatible with the long-range goals of Owners.
We believe that such simultaneous transfers effected by such third parties are
not in the best interests of all shareholders of the portfolios underlying the
Policies, and the managements of those portfolios share this position.
Therefore, to the extent necessary to reduce the adverse effects of simultaneous
transfers made by third parties who make transfers on behalf of multiple Owners,
we may not honor such transfers. Also, we will institute procedures to assure
that the transfer requests that we receive have, in fact, been made by the
Owners in whose names they are submitted. These procedures will not, however,
prevent Owners from making their own transfer requests.
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DEATH BENEFITS
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As long as the Policy remains in force, we will process a claim for Death
Proceeds upon receipt at our Home Office of: (i) the Policy; (ii) satisfactory
proof that both Insureds died while the Policy was in effect; and (iii) proof of
interest of the claimant. See Requesting Payments. We will pay the Death
Proceeds to the Beneficiary. No Death Proceeds are available at the death of the
first Insured to die.
Amount Of Death Proceeds
The amount of Death Proceeds will depend on:
o the Death Benefit determined under the Death Benefit Option in effect on
the date of death of the Last Insured;
o the use of the Account Value;
o any partial surrenders;
o any Policy Debt;
o any additional insurance provided by rider;
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o any increase or decrease in existing coverage;
o either Insured's suicide during the first two Policy Years (subject to
state exceptions) or during the first two Policy Years (subject to state
exceptions) following an increase in existing coverage; and
o a misstatement of either Insured's Age or gender.
Death Benefit Options
There are two Death Benefit Options available under the Policy. Under Option A,
the Death Benefit equals the greater of:
o the Specified Amount plus the Account Value; or
o the applicable corridor percentage of the Account Value as determined using
the table of percentages shown below.
Under Option B, the Death Benefit equals the greater of:
o the Specified Amount; or
o the applicable corridor percentage of the Account Value as determined using
the table of percentages shown below.
Under both options, we determine the Specified Amount and Account Value on the
date of death of the Last Insured. The corridor percentage is 250% until the
younger Insured attains Age 40 and declines after that as the younger Insured's
Attained Age increases. If the younger Insured was the first to die, the
corridor percentage will depend on the Attained Age that he or she would have
been if still living. If the table of percentages currently in effect becomes
inconsistent with any federal income tax laws and/or regulations, we reserve the
right to change the table.
Table of Percentages of Account Value
Younger Younger Younger
Insured's Corridor Insured's Corridor Insured's Corridor
Attained Age Percentage Attained Age Percentage Attained Age Percentage
0-40 250% 54 157% 68 117%
41 243% 55 150% 69 116%
42 236% 56 146% 70 115%
43 229% 57 142% 71 113%
44 222% 58 138% 72 111%
45 215% 59 134% 73 109%
46 209% 60 130% 74 107%
47 203% 61 128% 75-90 105%
48 197% 62 126% 91 104%
49 191% 63 124% 92 103%
50 185% 64 122% 93 102%
51 178% 65 120% 94+ 101%
52 171% 66 119%
53 164% 67 118%
Under Option A, the Death Benefit will vary directly with the investment
performance of the Account Value. Under Option B, the Death Benefit ordinarily
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will not change until the applicable percentage amount of the Account Value
exceeds the Specified Amount or you change the Specified Amount.
Changing the Death Benefit Option
You select the Death Benefit Option when you apply for the Policy. However, you
may change the Option on your Policy at any time by writing to our Home Office.
The effective date of the change will be the Monthly Anniversary Day after we
receive the request for the change. We will send you revised Policy data pages
reflecting the new Option and the effective date of the change. If you request a
change from Option A to Option B, we will increase the Specified Amount by the
Account Value on the effective date of the increase. If you request a change
from Option B to Option A, we will decrease the Specified Amount after the
change by the Account Value on the effective date of the change. A change in the
Death Benefit Option will affect the cost of insurance charges.
Changing the Specified Amount
After a Policy has been in effect for one year, you may increase or decrease the
Specified Amount. To make a change, you must send a written request and the
Policy to our Home Office. Any change in the Specified Amount may affect the
cost of insurance rate and the net amount at risk, both of which may change your
cost of insurance. See Monthly Deduction and Cost of Insurance. Depending on the
Account Value at the time of an increase in the Specified Amount and the amount
of the increase requested, it may be advisable to change your periodic payments
upon an increase in the Specified Amount.
Any change in the Specified Amount will affect the maximum premium limitation.
If a decrease in the Specified Amount causes the premiums to exceed new lower
limitations required by federal tax law, we will withdraw the excess from
Account Value and refund it to you so that the Policy will continue to meet
these requirements. We will withdraw the Account Value that we refund from each
Investment Subdivision in the same proportion that the Account Value in that
Investment Subdivision bears to the total Account Value in all Investment
Subdivisions under the Policy at the time of the withdrawal (i.e., on a pro-rata
basis).
Any decrease in the Specified Amount will become effective on the Monthly
Anniversary Day after the date we receive the request. The decrease will first
apply to coverage provided by the most recent increase, then to the next most
recent increases successively, then to the coverage under the original
application. During the Continuation Period, we will not allow a decrease unless
the Account Value less any Policy Debt is greater than the surrender charge. The
Specified Amount following a decrease can never be less than the minimum
Specified Amount for the Policy when we issued it. A decrease may cause us to
assess a surrender charge.
While both Insureds are living, you may apply for an increase in Specified
Amount by completing a supplemental application. You will have to submit
evidence satisfactory to us that each Insured is insurable at the same rating
class used when the Policy was issued. An increase in Specified Amount (other
than as a result of a change from Death Benefit Option A to Death Benefit Option
B) will subject you to additional surrender charges. See Surrender Charge. Any
approved increase will become effective on the date shown in the supplemental
Policy data page. Please note that an increase will not become effective if the
Policy's Surrender Value is too low to cover the monthly deduction for the
Policy Month following the increase.
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If there is an increase in the Specified Amount, you will incur a monthly
expense charge of up to $.20 per $1,000 of increase. We currently vary this
charge based on the issue Age of each Insured, and we currently deduct this
charge only during the first ten Policy Years following the increase. This
charge will be included in the monthly deduction. See Monthly Deduction and
Surrender Charge.
An increase in the Specified Amount will increase the Continuation Amounts.
A change in your Specified Amount may have federal tax consequences. See Tax
Considerations.
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SURRENDERS AND PARTIAL SURRENDERS
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Surrenders
You may cancel and surrender your Policy at any time before the death of the
Last Insured. The Policy will terminate on the Valuation Day we receive your
request at our Home Office, and you will not be able to reinstate it.
We will pay you the Surrender Value in a lump sum unless you make other
arrangements. You will incur a surrender charge if you surrender your Policy
during the first 16 Policy Years or to the younger Insured's attained age 100 if
earlier. A surrender may have adverse tax consequences. See Tax Considerations.
Partial Surrenders
You may make partial surrenders under your Policy if you elected Option A. If
you elected Option B, you only may make partial surrenders after the first
Policy Year. The minimum partial surrender amount is $500. The maximum partial
surrender amount is the lesser of: a) the Surrender Value less $500; and b) the
available loan amount (which is equal to 90% of the difference between Account
Value and any surrender charges, minus any Policy Debt).
We will assess a processing fee for each partial surrender. See Partial
Surrender Processing Fee. The amount of the partial surrender will equal the
amount you requested to surrender plus the processing fee.
When you request a partial surrender, you can direct how we deduct the surrender
from your Account Value. If you provide no directions, we will deduct the
partial surrender proportionately from the Investment Subdivisions in which you
are invested.
Effect Of Partial Surrenders On Account Value And Death Proceeds
A partial surrender will reduce both the Account Value and the Death Proceeds by
the amount of the partial surrender.
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LOANS
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General
You may borrow up to the following amount:
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o 90% of the difference between your Account Value at the end of the
Valuation Period during which we received your loan request and any
surrender charges on the date of the loan;
o less any outstanding Policy Debt.
You may request Policy loans by writing our Home Office.
When we make a loan, we transfer an amount equal to the loan proceeds from your
Account Value in Separate Account II to our General Account and hold it as
"collateral" for the loan. If you do not direct an allocation for this transfer,
we will make it on a pro-rata basis from each Investment Subdivision in which
you have invested. We will credit interest at an annual rate of at least 4% to
the collateral, and we may credit interest at a higher rate on that portion of
the collateral that includes Preferred Policy Debt (see below).
You may repay a loan in part or in full at any time during either Insured's life
while your Policy is in effect. When you repay a loan, we transfer an amount
equal to the repayment from our General Account to Separate Account II and
allocate it as you directed when you repaid the loan. If you provide no
directions, we will allocate the amount according to your standing instructions
for Net Premium allocations.
Preferred Policy Debt
We will designate a portion of Policy loans taken or existing on or after the
Preferred Loan Availability Date (as shown on the Policy data pages) as
Preferred Policy Debt. In Policy Years 11 and later, Preferred Policy Debt will
be at least as large as:
o the Account Value less any surrender charge that applies;
o minus the total premiums paid.
We redetermine the amount of Preferred Policy Debt each Policy Month. We reserve
the right to change this practice in our sole discretion.
We currently credit interest at an annual rate of 6% to that portion of Account
Value transferred to the General Account which equals Preferred Policy Debt. We
reserve the right to change, at our sole discretion, the interest rate we credit
to the amount of Account Value we transferred to the General Account. We
guarantee that Preferred Policy Debt will earn at least a minimum annual
interest rate of 4%.
Interest Rate Charged
We will charge interest daily on any outstanding Policy loan at an effective
annual rate of 6%. Interest is due and payable at the end of each Policy Year
while a Policy loan is outstanding. If, on any Policy Anniversary, you have not
paid interest accrued since the last Policy Anniversary, we add the amount of
the interest to the loan and this becomes part of your outstanding Policy Debt.
We transfer the interest due from each Investment Subdivision on a pro-rata
basis.
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Repayment Of Policy Debt
You may repay all or part of your Policy Debt at any time while either Insured
is living and the Policy is in force. We will treat any payments by you other
than planned periodic premiums first as the repayment of any outstanding Policy
Debt. We will treat the portion of the payment in excess of any outstanding
Policy Debt as an unscheduled premium payment. We will first apply any repayment
to reduce the portion of Policy Debt that is not Preferred Policy Debt.
You must send loan repayments to our Home Office. We will credit the repayments
as of the date we receive them. We do not treat a Policy loan repayment as a
premium payment, and a loan repayment is not subject to the premium charge.
Effect Of Policy Loans
A Policy loan affects the Policy, because we reduce the Death Proceeds and
Surrender Value under the Policy by the amount of any outstanding loan plus
interest you owe on the loan. Repaying the loan causes the Death Proceeds and
Surrender Value to increase by the amount of the repayment. As long as a loan is
outstanding, we hold an amount equal to the loan as collateral. This amount is
not affected by Separate Account II's investment performance. Amounts
transferred from Separate Account II as collateral will affect the Account Value
because we credit such amounts with an interest rate we declare rather than a
rate of return reflecting the investment performance of Separate Account II.
There are risks involved in taking a Policy loan, a few of which include the
potential for a Policy to lapse if projected earnings, taking into account
outstanding loans, are not achieved. A Policy loan may also have possible
adverse tax consequences that could occur if a Policy lapses with loans
outstanding. See Tax Considerations.
We will notify you if the sum of your loans plus any interest you owe on the
loans is more than the Account Value less applicable surrender charges, or if
during the Continuation Period, the sum of your loans plus any interest you owe
on the loans is more than the Account Value less any applicable surrender
charges, and the Net Total Premium is less than the Continuation Amount. If you
do not submit a sufficient payment within 61 days from the date of the notice,
your Policy may terminate.
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TERMINATION
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Premium To Prevent Termination
Generally, if on a Monthly Anniversary Day, the Surrender Value of your Policy
is too low to cover the monthly deduction, a Policy will be in default and a
grace period will begin. In that case, we will mail you notice of the additional
premium necessary to prevent your Policy from terminating. You will have a
61-day grace period from the date we mail the notice to make the required
premium payment.
However, your Policy will not lapse during the Continuation Period, even if your
Surrender Value is too low to cover the monthly deduction, so long as the Net
Total Premium is at least equal to the Continuation Amount. At the end of the
Continuation Period, you may, however, have to make an additional premium
payment to keep the Policy in force.
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Your Policy Will Remain In Effect During The Grace Period
If the death of the Last Insured occurs during the grace period before you pay
the required premium, the Death Proceeds will still be payable to the
Beneficiary, although we will reduce the amount of the Death Proceeds by the
amount of premium that would have been required to keep the Policy in force. If
you have not paid the required premium before the grace period ends, your Policy
will terminate. It will have no value and no benefits will be payable. However,
you may reinstate your policy under certain circumstances.
Reinstatement
If you have not surrendered your Policy, you may reinstate your Policy within
three years after termination, subject to compliance with certain conditions,
including the payment of a necessary premium. You must also submit evidence of
insurability satisfactory to us that each Insured is insurable at the same
rating class used at Policy issue to determine the guaranteed maximum cost of
insurance rate scale. See your Policy for further information.
Any termination and subsequent reinstatement of the Policy will reduce the
Continuation Amounts.
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PAYMENTS AND TELEPHONE TRANSACTIONS
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Requesting Payments
You may send your written requests for payment to our Home Office or give them
to one of our authorized agents. We will ordinarily pay any Death Proceeds, loan
proceeds or surrender or partial surrender proceeds in a lump sum within seven
days after receipt at our Home Office of all the documents required for such a
payment. Other than the Death Proceeds, which we determine as of the date of
death of the Last Insured, the amount we pay is as of the date our Home Office
receives all required documents. We may pay your Death Proceeds in a lump sum or
under an optional payment plan. See Optional Payment Plans.
Any Death Proceeds that we pay in one lump sum will include interest from the
date of death of the Last Insured to the date of payment. We will pay interest
at a rate we set, or a rate set by law if greater. The minimum interest rate
which we may pay is 2.5%. We will not pay interest beyond one year or any longer
time set by law. We will reduce Death Proceeds by any outstanding Policy Debt
and any due and unpaid charges and will increase Death Proceeds by any benefits
added by rider.
We may delay making a payment or processing a transfer request if:
o the disposal or valuation of Separate Account II's assets is not reasonably
practicable because the New York Stock Exchange is closed for other than a
regular holiday or weekend, trading is restricted by the SEC, or the SEC
declares that an emergency exists; or
o the SEC by order permits postponement of payment to protect our Policy
Owners.
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We also may defer making payments attributable to a check that has not cleared
the bank on which it is drawn.
Telephone Transactions
You may make certain requests under the Policy by telephone provided you sent
written authorization to us at our Home Office. These include requests for
transfers, changes in premium allocation designations, dollar-cost averaging
changes and changes in the portfolio rebalancing program. Our Home Office will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include, among others, requiring some
form of personal identification prior to acting upon instructions received by
telephone, providing written confirmation of such transactions, and/or tape
recording of telephone instructions. Your request for telephone transactions
authorizes us to record telephone calls. If we do not follow reasonable
procedures, we may be liable for any losses due to unauthorized or fraudulent
instructions. However, if we follow reasonable procedures, we will not be liable
for any losses due to unauthorized or fraudulent instructions.
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TAX CONSIDERATIONS
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Federal Tax Matters
Introduction
This part of the Prospectus discusses the Federal income tax treatment of the
Policy. The Federal income tax treatment of the Policy is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances.
This discussion is general and is not intended as tax advice. It does not
address all of the Federal income tax rules that may affect you and your Policy.
This discussion also does not address Federal estate or gift tax consequences,
or state or local tax consequences, associated with a Policy. As a result, you
should always consult a tax advisor about the application of tax rules to your
individual situation.
Tax Status Of The Policy
Federal income tax law generally grants favorable treatment to life insurance:
the proceeds paid on the death of the Last Insured are excluded from the gross
income of the Beneficiary, and the Owner is not taxed on increases in the
Account Value unless amounts are distributed while the Insureds are
alive. For this treatment to apply to your Policy, the premiums paid for your
Policy must not exceed a limit established by the tax law. An increase or
decrease in the Policy's Specified Amount may change this premium limit.
We will monitor the premiums paid for your Policy to keep them within the tax
law's limit. However, for your Policy to receive favorable tax treatment as life
insurance, two other requirements must be met:
o The investments of Separate Account II must be "adequately diversified" in
accordance with Internal Revenue Service ("IRS") regulations; and
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o your right to choose particular investments for a Policy must be limited.
Investments in Separate Account II must be diversified: The IRS has issued
regulations that prescribe standards for determining whether the investments of
Separate Account II, including the assets of the Funds in which Separate Account
II invests, are "adequately diversified." If Separate Account II fails to comply
with these diversification standards, you could be required to pay tax currently
on the excess of the Account Value over the premiums paid for the Policy.
Although we do not control the investments of all of the Funds (the Company only
indirectly controls those of GE Investments Funds, Inc., through an affiliated
company), we expect that the Funds will comply with the IRS regulations so that
Separate Account II will be considered "adequately diversified."
Restrictions on the extent to which you can direct the investment of Account
Values: Federal income tax law limits your right to choose particular
investments for the Policy. The U.S. Treasury Department stated in 1986 that it
expected to issue guidance clarifying those limits, but it has not yet done so.
Thus, the nature of the limits is currently uncertain. As a result, your right
to allocate Account Values among the Funds may exceed those limits. If so, you
would be treated as the owner of a portion of the assets of Separate Account II
and thus subject to current taxation on the income and gains from those assets.
The Company does not know what limits may be set forth in any guidance that the
Treasury Department may issue, or whether any such limits will apply to existing
Policies. The Company therefore reserves the right to modify the Policy without
your consent to attempt to prevent the tax law from considering you to own a
portion of the assets of Separate Account II.
No guarantees regarding tax treatment: The Company makes no guarantees regarding
the tax treatment of any Policy or of any transaction involving a Policy.
However, the remainder of this discussion assumes that your Policy will be
treated as a life insurance contract for Federal income tax purposes and that
the tax law will not impose tax on any increase in your Account Value until
there is a distribution from your Policy.
Tax Treatment of Policies -- General
Death Proceeds and Account Value Increases: A Policy's treatment as life
insurance for Federal income tax purposes generally has the following results:
o Death Proceeds are excludable from the gross income of the Beneficiary.
o You are not taxed on increases in the Account Value unless amounts are
distributed from the Policy while the Insureds are alive.
o The taxation of amounts distributed while the Insureds are alive depends
upon whether your Policy is a "modified endowment contract." The term
"modified endowment contract," or "MEC," is defined below.
Partial and full surrenders and maturity proceeds: A partial surrender occurs
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when you receive less than the total amount of the Policy's Surrender Value;
receipt of the entire Surrender Value is a full surrender. If your Policy is not
a MEC, you will generally pay tax on the amount of a partial or full surrender
only to the extent it exceeds your "investment in the contract." In a few
states, a maturity value will be paid. Maturity proceeds will be taxable to the
extent the amount received plus Policy Debt exceeds the investment in the
contract. You will be taxed on this amount at ordinary income tax rates, not at
lower capital gains tax rates. Your "investment in the contract" generally
equals the total of the premiums paid for your Policy plus the amount of any
loan that was includible in your income, reduced by any amounts you previously
received from the Policy that you did not include in your income.
Special rule for certain cash distributions in the first 15 policy years: During
the first 15 years after your Policy is issued, if we distribute cash to you and
reduce the Death Proceeds (e.g., by decreasing the Policy's Specified Amount) at
the same time, you may be required to pay tax on all or part of the cash
payment, even if it is less than your investment in the contract. This also may
occur if we distribute cash to you up to two years before the proceeds are
reduced, or if the cash payment is made in anticipation of the reduction.
However, you will not be required to pay tax on more than the amount by which
your Account Value exceeds your investment in the contract.
Considerations where Insureds live past age 100: If the Insureds survive beyond
the end of the mortality table used to measure charges under the Policy, which
ends at age 100, the IRS may seek to deny the tax-free treatment of the Death
Proceeds and instead to tax you on the amount by which your Account Value
exceeds your investment in the contract. Because in most states, the Policy
continues to have insurance risk beyond age 100, for which we assess a cost of
insurance charge, we believe that the proceeds will continue to be protected
from taxation. Therefore, we have no current plans to withhold or report taxes
in this situation.
Loans: If your Policy is not a MEC, a loan received under a Policy (i.e., Policy
Debt) normally will be treated as your indebtedness. Hence, so long as the
Policy remains in force, you will generally not be taxed on any part of a Policy
loan. However, it is possible that you could have additional income for tax
purposes if any of your Policy loan consists of Preferred Policy Debt. If your
Policy terminates (by a full surrender or by a lapse) while the Insureds are
alive, you will be taxed on the amount (if any) by which the Policy Debt plus
any amount received in cash exceeds your investment in the contract.
Generally, interest paid on Policy Debt or other indebtedness related to the
Policy will not be tax deductible, except in the case of certain indebtedness
under a Policy covering a "key person." A tax advisor should be consulted before
taking any Policy loan.
Loss of interest deduction where policies are held by or for the benefit of
corporations, trusts, etc.: If an entity (such as a corporation or a trust, not
an individual) purchases a Policy or is the beneficiary of a Policy issued after
June 8, 1997, a portion of the interest on indebtedness unrelated to the Policy
may not be deductible by the entity. However, this rule does not apply to a
Policy owned by an entity engaged in a trade or business which covers the life
of an individual who is:
o a 20 percent owner of the entity, or
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o an officer, director, or employee of the trade or business,
at the time first covered by the Policy. Entities that are considering
purchasing the Policy, or that will be Beneficiaries under a Policy, should
consult a tax advisor.
Optional payment plans: If Death Proceeds under the Policy are paid under one of
the optional payment plans, the Beneficiary will be taxed on a portion of each
payment (at ordinary income tax rates). The Company will notify the Beneficiary
annually of the taxable amount of each payment. However, if the Death Proceeds
are held by the Company under Optional Payment Plan 4 (interest income), the
Beneficiary will be taxed on the interest income as it is credited.
Other considerations: The right to change Owners (see "Change of Owner") and
changes reducing future amounts of Death Proceeds may have tax consequences
depending upon the circumstances of each change.
Special Rules for Modified Endowment Contracts (MECs)
Definition of a "Modified Endowment Contract:" Special rules apply to a Policy
classified as a MEC. A Policy will be classified as a MEC if either of the
following is true:
o If premiums are paid more rapidly than allowed by a "7-pay test" under the
tax law. At your request, we will let you know the amount of premium that
may be paid for your Policy in any year that will avoid MEC treatment under
the 7-pay test.
o If the Policy is received in exchange for another policy that is a MEC.
Tax Treatment Of MECs: If a Policy is classified as a MEC, the following special
rules apply:
o A partial surrender will be taxable to you to the extent that the Account
Value exceeds your investment in the contract.
o A loan from the Policy (together with any unpaid interest included in
Policy Debt), and the amount of any assignment or pledge of the Policy,
will be taxed in the same manner as a partial surrender.
o A penalty tax of 10% will be imposed on the amount of any full or partial
surrender, loan and unpaid loan interest included in Policy Debt,
assignment, or pledge on which you must pay tax. However, the penalty tax
does not apply to a distribution made:
(1) after you attain age 59 1/2,
(2) because you have become disabled, within the meaning of the tax law,
or
(3) in substantially equal periodic payments over your life or life
expectancy (or over the joint lives or life expectancies of you and
your beneficiary, within the meaning of the tax law).
Special Rules If You Own More Than One MEC: All MECs that we (or any of our
affiliates) issue to you within the same calendar year will be combined to
determine the amount of any
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distribution from the Policy that will be taxable to you.
Interpretative issues: The tax law's rules relating to MECs are complex and open
to considerable variation in interpretation. You should consult your tax advisor
before making any decisions regarding changes in coverage under or distributions
from your Policy.
Income Tax Withholding
We may be required to withhold and pay to the IRS a part of the taxable portion
of each distribution made under a Policy. However, in many cases, the recipient
may elect not to have any amounts withheld. You are responsible for payment of
all taxes and early distribution penalties, regardless of whether you request
that no taxes be withheld or if we do not withhold a sufficient amount of taxes.
At the time you request a distribution from the Policy, we will send you forms
that explain the withholding requirements.
Tax Status of the Company
Under existing Federal income tax law, we do not expect to incur any Federal
income tax liability on the income or gains in Separate Account II. Based upon
this expectation, we do not impose a charge for Federal income taxes. If Federal
income tax law changes and we are required to pay taxes on some or all of the
income and gains earned by Separate Account II, we may impose a charge for those
taxes.
We may also incur state and local taxes, in addition to premium taxes for which
a deduction from premiums is currently made. At present, these taxes are not
significant. If there is a material change in state or local tax laws, we may
impose a charge for any taxes attributable to Separate Account II.
Changes in the Law and other Considerations
This discussion is based on our understanding of the Federal income tax law
existing on the date of this Prospectus. Congress, the IRS, and the courts may
modify these laws at any time, and may do so retroactively. Any person concerned
about the tax implications of ownership of a Policy should consult a competent
tax advisor.
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OTHER POLICY INFORMATION
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Optional Payment Plans
The Policy currently offers the following five optional payment plans as
alternatives to the payment of Death Proceeds or Surrender Value in a lump sum:
Plan 1 -- Income For A Fixed Period. We will make equal periodic payments for a
fixed period not longer than 30 years. Payments can be annual, semi-annual,
quarterly, or monthly. If the payee dies before the end of the fixed period, we
will discount the amount of the remaining guaranteed payments to the date of the
payee's death at a yearly rate of 3%. We will pay the discounted amount in one
sum to the payee's estate unless otherwise provided.
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Plan 2 - Life Income. We will make equal monthly payments for a guaranteed
minimum period. If the payee lives longer than the minimum period, payments will
continue for his or her life. The minimum period can be l0, l5, or 20 years. If
the payee dies before the end of the guaranteed period, we will discount the
amount of remaining payments for the minimum period at the same interest rate
used to calculate the monthly income. We will pay the discounted amount in one
sum to the payee's estate unless otherwise provided.
Plan 3 - Income of a Definite Amount. We will make equal periodic payments of a
definite amount. Payments can be annual, semi-annual, quarterly, or monthly. The
amount paid each year must be at least $120 for each $1,000 of proceeds.
Payments will continue until the proceeds are exhausted. The last payment will
equal the amount of any unpaid proceeds. If the payee dies, we will pay the
amount of the remaining proceeds with earned interest in one sum to the payee's
estate unless otherwise provided.
Plan 4 -- Interest Income. We will make periodic payments of interest earned
from the proceeds left with us. Payments can be annual, semi-annual, quarterly
or monthly and will begin at the end of the first period chosen. If the payee
dies, we will pay the amount of remaining proceeds and any earned but unpaid
interest in one sum to the payee's estate unless otherwise provided.
Plan 5 -- Joint Life and Survivor Income. We will make equal monthly payments to
two payees for a guaranteed minimum of l0 years. Each payee must be at least 35
years old when payments begin. Payments will continue as long as either payee is
living. If both payees die before the end of the minimum period, we will
discount the amount of the remaining payments for the 10 year period at the same
interest rate used to calculate the monthly income. We will pay the discounted
amount in one sum to the survivor's estate unless otherwise provided.
You may select an optional payment plan during either Insured's life in your
application or by writing our Home Office. We will transfer any amount left with
us for payment under an optional payment plan to our General Account. Payments
under an optional payment plan will not vary with the investment performance of
Separate Account II because they are forms of fixed-benefit annuities. See Tax
Treatment of Policies. Amounts allocated to an optional payment plan will earn
interest at 3% compounded annually. Certain conditions and restrictions apply to
payments received under an optional payment plan. For further information,
please review your Policy or contact one of our authorized agents.
Dividends
The Policy is non-participating. We will not pay dividends on the Policy.
Incontestability
The Policy limits our right to contest the Policy as issued, as increased, or as
reinstated, except for material misstatements contained in the application, a
supplemental application, or a reinstatement application, after it has been in
force during the lifetimes of both Insureds for a minimum period, generally for
two years from the Policy Date, effective date of the increase, or the date of
reinstatement. We can only contest the Policy, an increase in Specified Amount,
and/or a reinstatement of the Policy if a copy of the application was attached
to the Policy when issued or delivered, or was made a part of the Policy when a
change in coverage or Policy reinstatement went into effect. This provision does
not apply to riders that provide disability benefits (subject to state
exception).
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Suicide Exclusion
If either Insured commits suicide while sane or insane within two years of the
Policy Date (subject to state exception), we will limit the amount of proceeds
we pay under the Policy to all premiums paid, less outstanding Policy Debt and
less amounts paid upon partial surrender of the Policy.
If the first Insured to die commits suicide while sane or insane more than two
years after the Policy Date but within two years after the effective date of an
increase in the Specified Amount (subject to state exception), we will reduce
the Specified Amount to the amount in effect before the increase. We will refund
any monthly deductions made with respect to the increase in a lump sum to the
Owner.
If the Last Insured commits suicide while sane or insane more than two years
after the Policy Date and within two years after an increase in the Specified
Amount became effective (subject to state exception), we will reduce the
Specified Amount to the amount in effect before the increase. The amount payable
with respect to the increase will equal the monthly deductions that were made
for that increase. The amount payable will be treated as Death Proceeds and paid
to the Beneficiary under the same conditions as the initial Specified Amount.
Misstatement of Age or Gender
We will adjust the Death Benefit if you misstated either Insured's Age or gender
in your application.
Written Notice
You should send any written notice to us at our Home Office. The notice should
include the Policy number and each Insured's full name. We will send any notice
to the address shown in the application unless an appropriate address change
form has been filed with us.
Trustee
If you name a trustee as the Owner or Beneficiary of the Policy and the trustee
subsequently exercises ownership rights or claims benefits thereunder, we will
have no obligation to verify that a trust is in effect or that the trustee is
acting within the scope of his or her authority. Payment of Policy benefits to
the trustee will release us from all obligations under the Policy to the extent
of the payment. When we make a payment to the trustee, we will have no
obligation to ensure that such payment is applied according to the terms of the
trust agreement.
Other Changes
At any time, we may make such changes in the Policy as are necessary to assure
compliance at all times with the definition of life insurance prescribed by the
Code:
o to make the Policy, our operations, or the operation of Separate Account II
to conform with any law or regulation issued by any government agency to
which they are subject; or
o to reflect a change in the operation of Separate Account II, if allowed by
the Policy.
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<PAGE>
Only the President or Vice President of GE Life & Annuity has the right to
change the Policy. No agent has the authority to change the Policy or waive any
of its terms. The President or a Vice President of GE Life & Annuity must sign
all endorsements, amendments, or riders to be valid.
Reports
We maintain records and accounts of all transactions involving the Policy,
Separate Account II and Policy Debt. Within 30 days after each Policy
Anniversary, we will send you a report showing information about your Policy.
The report will show:
o the Specified Amount;
o the Account Value in each Investment Subdivision;
o the Surrender Value;
o the Policy Debt; and
o the premiums paid and charges made during the Policy Year.
We also will send you an annual and a semi-annual report for each Fund
underlying an Investment Subdivision to which you have allocated Account Value,
as required by the 1940 Act. In addition, when you pay premiums (other than by
pre-authorized checking account deduction), or if you take out a Policy loan,
make transfers or make partial surrenders, you will receive a written
confirmation of these transactions.
Change Of Owner
You may change the Owner of the Policy by sending a written request on a form
satisfactory to us to our Home Office while either Insured is alive and the
Policy is in force. The change will take effect the date you sign the written
request, but the change will not affect any action we have taken before we
receive the written request. A change of Owner does not change the Beneficiary
designation.
Supplemental Benefits
We offer two additional benefit riders. We add the Policy Split Option Rider
automatically to your Policy. This rider allows you to surrender this Policy in
exchange for an individual policy on the life on one Insured or separate
individual policies on the lives of each Insured. The maximum, amount of
insurance available at the time the rider is exercised on either Insured is
equal to one-half the base Policy Specified Amount. There is no additional
charge for this rider, but we will require evidence of insurability when you
exercise this option. See Tax Considerations. For further information about this
rider, including information on the terms to which the exchange is subject,
please see your Policy.
You may elect the Four Year Term Rider. This rider protects your estate from the
IRS's "contemplation of death" rules. To avoid inclusion of Policy Death
Proceeds, the Insureds cannot possess any incidence of ownership in the Policy
(i.e., the Policy must be owned by a trust or other third party.) However,
certain situations may call for the Insureds to initially own the Policy
54
<PAGE>
when estate planning documents are drawn. After ownership of the Policy has been
relinquished, the Insureds must live three years for the Death Proceeds to avoid
estate tax inclusion. The Four Year Term Rider provides an extra amount of
insurance for the first four Policy Years to cover the additional estate tax
triggered if the second death occurs within the first three years. We will pay
the amount payable under the rider at the death of the Last Insured. You may
only elect the Four Year Term Rider at the time we issue the Policy. There is an
extra charge for this rider that will be included in your monthly deduction. See
Tax Considerations. Please see your Policy for additional information.
Additional rules and limits apply to these supplemental benefits. Please ask
your authorized GE Life & Annuity agent for further information or contact our
Home Office.
Using the Policy as Collateral
You can assign the Policy as collateral security. You must notify us in writing
if you assign the Policy. Any payments we made before the assignment will not be
affected. We are not responsible for the validity of an assignment. An
assignment may affect your rights and the rights of the Beneficiary.
Reinsurance
We intend to reinsure a portion of the risks assumed under the Policies.
Legal Proceedings
GE Life & Annuity, like all other companies, is involved in lawsuits, including
class action lawsuits. In some class action and other lawsuits involving
insurance companies, substantial damages have been sought and/or material
settlement payments have been made. Although the outcome of any litigation
cannot be predicted with certainty, GE Life & Annuity believes that at the
present time there are no pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on it or Separate Account II.
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------
Sale Of The Policies
Our licensed life insurance agents sell the Policies. These agents are also
registered representatives of Capital Brokerage Corporation, the principal
underwriter of the Policies, or of broker-dealers who have entered into written
sales agreements with the principal underwriter. (Capital Brokerage Corporation
does business in Indiana, Minnesota, New Mexico, and Texas as GE Capital
Brokerage Corporation.)
Capital Brokerage Corporation, a Washington corporation, located at 6630 W.
Broad Street, Richmond, Virginia 23230, is registered with the SEC under the
Securities Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. Capital Brokerage Corporation
also serves as principal underwriter for other variable life insurance and
variable annuity policies we issue. However, Capital Brokerage Corporation has
not retained any amounts for acting as principal underwriter of these other
policies.
55
<PAGE>
Our writing agents receive commissions based on a commission schedule and rules.
First-year commissions depend on each Insured's Age, rating class, and the size
of the Policy. In the first Policy Year, the agent will receive a commission of
up to ____of the maximum commissionable premium plus up to ____ of premiums paid
in excess of the maximum commissionable premium. In renewal years, the agent
receives up to ____ of the premiums paid. We may pay a trail commission equal to
an annual rate of ____ of Account Value on Policies that after the fifth Policy
Year have an Account Value equal to or greater than ______.
Agents may also be eligible to receive certain bonuses and allowances, as well
as retirement plan credits, based on commissions earned. Field management of the
Company receives compensation which we may base in part on the level of agent
commissions in their management units. Broker-dealers and their registered
agents will receive first-year and subsequent year commissions equivalent to the
total commissions and benefits received by the field management and writing
agents of the Company. We do not deduct these commissions from premium payments
or Account Value; we pay these commissions.
Legal Matters
The legal matters in connection with the Policy described in this Prospectus
have been passed on by Patricia L. Dysart, Associate General Counsel and
Assistant Vice President of GE Life & Annuity. Sutherland Asbill & Brennan LLP
of Washington, D.C. has provided advice on matters relating to the federal
securities laws.
Year 2000 Readiness Disclosure
Like all financial services providers, we use computer systems that may be
affected by Year 2000 date data processing issues and we rely on service
providers, including banks, custodians, administrators, and investment managers
that may also be affected. In addition, to the extent the Funds invest in
securities of issuers located in foreign countries, the Funds may be affected
not only in the United States, but also in foreign countries. (Please see the
Funds' prospectuses for more information.) Therefore, we have been engaged in a
process to evaluate and develop plans to have our computer systems and critical
applications ready to process Year 2000 date data and to correct or replace
systems and applications with Year 2000 issues. Moreover, we have confirmed that
our service providers are also so engaged, and we are monitoring these other
service providers (particularly those that are critical to our business) for
emerging Year 2000 date data issues.
We have devoted, and will continue to devote, substantial resources to this
effort. In 1998, we spent $2.4 million dollars on this effort, and we have
budgeted an additional $1.8 million dollars on this effort in 1999. Remedial and
other actions we have taken include inventorying our computer systems,
applications and interfaces, assessing ways we might be impacted by Year 2000
issues, and developing a range of solutions specific to particular situations
and implementing appropriate solutions. Most of the systems, applications and
interfaces that were identified as having Year 2000 issues have already been
replaced with different hardware or software or upgraded to new or other
releases of software which is Year 2000 ready. We have also developed a business
continuity plan and have completed testing the plan.
It is difficult to predict with precision whether the outcome of these efforts
will be completely successful. However, as of the date of this Prospectus, we do
not anticipate that you will experience negative effects on your investment, or
56
<PAGE>
on the services provided in connection therewith, as a result of the Company's
Year 2000 transition implementation. We have completed our efforts with respect
to our critical applications, and therefore we believe that our critical
applications are substantially Year 2000 capable. With respect to our
non-critical applications, our goal is to be substantially Year 2000 capable on
or about June 1999. However, there can be no assurance that our efforts will be
totally successful, or that interaction with other service providers will not
impair our ability to provide uninterrupted and complete services to you.
If we are not successful in our Year 2000 transition or implementation, or if
interaction with our service providers is impaired, it is possible that we could
encounter difficulty and/or delays in calculating unit values, redeeming units,
delivering account statements and providing other information, communication and
servicing to our policyholders. In light of our past and current efforts to
address this issue, we do not consider the likelihood of this possibility to be
very high.
Experts
The consolidated balance sheets of The Life Insurance Company of Virginia, now
known as GE Life and Annuity Assurance Company, and subsidiary as of December
31, 1998 and 1997, and the related consolidated statements of income and
comprehensive income, shareholders' interest and cash flows for the years then
ended, the nine month period ended December 31, 1996 and the preacquisition
three month period ended March 31, 1996, and the statements of assets and
liabilities of Life of Virginia Separate Account II, now known as GE Life &
Annuity Separate Account II, as of December 31, 1998 and the related statements
of operations and changes in net assets for each of the years or lesser periods
in the three year period then ended have been included herein and in the
registration statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, appearing elsewhere herein and upon the authority
of such firm as experts in accounting and auditing.
The report of KPMG LLP dated January 22, 1999 with respect to the consolidated
financial statements of The Life Insurance Company of Virginia, now known as GE
Life and Annuity Assurance Company and subsidiary, contains an explanatory
paragraph that states that effective April 1, 1996, General Electric Capital
Corporation acquired all of the outstanding stock of The Life Insurance Company
of Virginia in a business combination accounted for as a purchase. As a result
of the acquisition, the consolidated financial information for the periods after
the acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.
Actuarial Matters
Actuarial matters included in this Prospectus have been examined by Bruce E.
Booker, an actuary of GE Life & Annuity, whose opinion we filed as an exhibit to
the registration statement.
Financial Statements
You should distinguish the consolidated financial statements of Life of
Virginia, now GE Life & Annuity, and subsidiary included in this prospectus from
the financial statements of Separate Account II. Please consider the financial
statements of Life of Virginia (now GE Life & Annuity) only as bearing on our
ability to meet our obligations under the Policies. You should not consider the
financial statements of Life of Virginia (now GE Life & Annuity) and subsidiary
as affecting the investment performance of the assets held in Separate Account
II.
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<PAGE>
Executive Officers and Directors
We are managed by a board of directors. The following table sets forth the name,
address and principal occupations during the past five years of each of our
executive officers and directors.
NAME AND POSITION(S)
WITH GE LIFE & ANNUITY* PRINCIPAL OCCUPATIONS LAST FIVE YEARS
Ronald V. Dolan Director, Chairman of the Board,
GE Life & Annuity since 1997; President
and Chief Executive Officer of First
Colony Life Insurance Company 1992-1997.
Pamela S. Schutz President, GE Life & Annuity
since 5/98; President of The Harvest Life
Insurance Company 9/97-12/98; President,
GE Capital Realty Group 2/78-5/97.
Selwyn L. Flournoy, Jr. Director, GE Life & Annuity since 5/89;
Senior Vice President, GE Life &
Annuity, since 1980; Chief Financial
Officer 1980-1998.
Robert D. Chinn Director, GE Life & Annuity,
since 1997; Senior Vice President --
Agency, GE Life & Annuity, since 1/92.
Leon E. Roday Senior Vice President & Director,
GE Life & Annuity since 6/99;Senior Vice
President & Director, GE Financial
Assurance since 1996. LeBoeuf, Lamb,
Greene & MacRae, L.L.P. 1982-1996.
Geoffrey S. Stiff Senior Vice President, GE Life &
Annuity, since 3/99; Director, GE Life &
Annuity, since 5/96; Vice President, GE
Life & Annuity 5/96-3/99; Director of GNA
since April, 1994; Senior Vice President,
Chief Financial Officer and Treasurer of
GNA since May, 1993; Senior Vice
President, Controller and Treasurer of GNA
Investors Trust since 1993.
Richard P. McKenney Manager of Finance since
10/96, GE Financial Assurance/GE Life and
Annuity Assurance Company; Chief Financial
Officer since 10/98; GE Capital Audit
Staff Manager, 8/95-10/96; GE Corporate
Audit Staff, 7/93-8/95.
Jerry G. Overman Treasurer, GE Life and Annuity Assurance
Company since 1979.
Kelly L. Groh Vice President and Controller/Sr. Finance
Analyst, GE Life and Annuity
Assurance Company since 3/96; Staff
Accountant, Price Waterhouse, 9/90-3/96.
* Prior to 1999, GE Life & Annuity was known as Life of Virginia.
The principal business address of each person listed, unless otherwise
indicated, is GE Life and Annuity Assurance Company, 6610 W. Broad Street,
Richmond, Virginia 23230.
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<PAGE>
The principal business address for Mr. Dolan is First Colony Life Insurance
Company, 700 Main Street, Post Office 1280, Lynchburg, VA 24505-1280.
Other Information
We have filed a Registration Statement with the SEC, under the Securities Act of
1933 as amended, for the Policies being offered here. This Prospectus does not
contain all the information in the Registration Statement, its amendments and
exhibits. Please refer to the Registration Statement for further information
about Separate Account II, the Company, and the Policies offered. Statements in
this Prospectus about the content of Policies and other legal instruments are
summaries. For the complete text of those Policies and instruments, please refer
to those documents as filed with the SEC and available on the SEC's website at
http://www.sec gov.
- -------------------------------------------------------------------------------
HYPOTHETICAL ILLUSTRATIONS
- -------------------------------------------------------------------------------
We have included illustrations in this prospectus, and use them in connection
with your purchase of the Policy. These illustrations are based on hypothetical
rates of return that are not guaranteed. The rates are illustrative only, and do
not represent past or future performance. Your actual Policy values and benefits
will be different from these illustrations.
The illustrations assume you paid planned premiums annually and the return on
the assets in the Investment Subdivisions were a uniform gross annual rate of
0%, 6% or 12%, before deduction of any fees and charges. The values reflect the
deduction of all Policy and Fund fees and charges. The tables also show planned
premiums accumulated at 5% interest. The values under a Policy would be
different from those shown if the returns averaged 0%, 6% or 12% but fluctuated
over and under those averages throughout the years shown. The hypothetical
investment rates of return are illustrative only and should not be deemed a
representation of past or future investment rates of return. Actual rates of
return for a particular Policy may be more or less than the hypothetical
investment rates of return used in the illustrations.
The illustrations assume an average annual expense ratio of .78% of the average
daily net assets of the portfolios available under the Policies, based on the
portfolios' fees and expenses for the year ended December 31, 1998 as shown in
the Portfolio Annual Expense Table, above. (These fees and expenses, and
therefore the illustrations, reflect certain fee waivers and reimbursements
provided by some of the Funds. We cannot guarantee that these fee waivers and
reimbursements will continue.) For information on portfolio fees and expenses,
see the prospectuses for the Funds accompanying this prospectus. The
illustrations also take into account the charge by us to an Investment
Subdivision for assuming mortality and expense risks, made daily at an annual
rate of .70% of the net assets of the Investment Subdivision. After deduction of
these amounts, the illustrated gross annual investment rates of return of 0%, 6%
and 12%, correspond to approximate net annual rates of -1.48%, 4.52% and 10.52%,
respectively.
The illustrations reflect the monthly deduction for the hypothetical Insureds.
We reflect our current charges and the higher guaranteed charges that we have
the contractual right to charge in separate illustrations on each of the
following pages. All the illustrations reflect the fact that no charges for
Federal or state income taxes are currently made against Separate Account II and
assume no Policy Debt or charges for supplemental benefits.
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<PAGE>
The illustrations reflect our gender distinct rates for preferred non nicotine
users. Upon request, we will furnish a comparable illustration based upon the
proposed Insureds' individual circumstances. Such illustrations may assume
different hypothetical rates of return than those illustrated.
[The following illustrations to be completed in a pre-effective amendment.]
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<PAGE>
<TABLE>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
Male Issue Age 55 Preferred No Nicotine Use Initial Specified Amount $250,000
Female Issue Age 55 Preferred No Nicotine Use Initial Premium and Planned
Death Benefit Option A Premium (Payable Annually) (1) $5,100
<S> <C>
MAXIMUM CHARGE BASIS
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5%
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1) The values illustrated assume that the planned premium of $5,100 is
paid at the beginning of each Policy year. Values will be different if
premiums are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They
assume that no Policy loans or withdrawals have been made. Excessive loans
or withdrawals may cause this Policy to lapse because of insufficient
account value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the values
and benefits of an actual Policy with the listed specifications could never
be less than those shown, and in some cases may be greater than those
shown.
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF
INFLATION, AND THE ALLOCATIONS MADE BY AN OWNER AMONG THE INVESTMENT OPTIONS.
THE GROSS HYPOTHETICAL INVESTMENT RATES OF RETURN OF 0%, 6%, AND 12% SHOWN ABOVE
CORRESPOND TO NET ANNUAL RATES OF -1.48%, 4.52%, and 10.52%.THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATE OF RETURN AVERAGES 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE BY GE LIFE & ANNUITY OR THE FUNDS THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
61
<PAGE>
<TABLE>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
Male Issue Age 55 Preferred No Nicotine Use Initial Specified Amount $250,000
Female Issue Age 55 Preferred No Nicotine Use Initial Premium and Planned
Death Benefit Option A Premium (Payable Annually) (1) $5,100
<S> <C>
CURRENT CHARGE BASIS
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Current Return with Current Return with Current
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5%
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1 ) The values illustrated assume that the planned premium of $5,100 is
paid at the beginning of each Policy year. Values will be different if
premiums are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They
assume that no Policy loans or withdrawals have been made. Excessive loans
or withdrawals may cause this Policy to lapse because of insufficient
account value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Life & Annuity anticipates
deducting these charges for the forseeable future, THESE CHARGES ARE NOT
GUARANTEED AND COULD BE RAISED AT THE DISCRETION OF GE LIFE & ANNUITY.
Accordingly, even if the assumed hypothetical gross annual investment
return were earned, the values and benefits under an actual Policy with the
listed specifications may be less than those shown if the cost of insurance
charges were increased.
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF
INFLATION, AND THE ALLOCATIONS MADE BY AN OWNER AMONG THE INVESTMENT OPTIONS.
THE GROSS HYPOTHETICAL INVESTMENT RATES OF RETURN OF 0%, 6%, AND 12% SHOWN ABOVE
CORRESPOND TO NET ANNUAL RATES OF -1.48%. 4.52%, and 10.52%. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATE OF RETURN AVERAGES 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE BY GE LIFE & ANNUITY OR THE FUNDS THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
62
<PAGE>
<TABLE>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
Male Issue Age 55 Preferred No Nicotine Use Initial Specified Amount $250,000
Female Issue Age 55 Preferred No Nicotine Use Initial Premium and Planned
Death Benefit Option B Premium (Payable Annually) (1) $3,800
<S> <C>
MAXIMUM CHARGE BASIS
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5%
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1) The values illustrated assume that the planned premium of $3,800 is
paid at the beginning of each Policy year. Values will be different if
premiums are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They
assume that no Policy loans or withdrawals have been made. Excessive loans
or withdrawals may cause this Policy to lapse because of insufficient
account value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the values
and benefits of an actual Policy with the listed specifications could never
be less than those shown, and in some cases may be greater than those
shown.
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF
INFLATION, AND THE ALLOCATIONS MADE BY AN OWNER AMONG THE INVESTMENT OPTIONS.
THE GROSS HYPOTHETICAL INVESTMENT RATES OF RETURN OF 0%, 6%, AND 12% SHOWN ABOVE
CORRESPOND TO NET ANNUAL RATES OF -1.48%, 4.52%, and 10.52%. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATE OF RETURN AVERAGES 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE BY GE LIFE & ANNUITY OR THE FUNDS THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
63
<PAGE>
<TABLE>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
Male Issue Age 55 Preferred No Nicotine Use Initial Specified Amount $250,000
Female Issue Age 55 Preferred No Nicotine Use Initial Premium and Planned
Death Benefit Option B Premium (Payable Annually) (1) $3,800
<S> <C>
CURRENT CHARGE BASIS
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Current Return with Current Return with Current
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5%
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1) The values illustrated assume that the planned premium of $3,800 is
paid at the beginning of each Policy year. Values will be different if
premiums are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They
assume that no Policy loans or withdrawals have been made. Excessive loans
or withdrawals may cause this Policy to lapse because of insufficient
account value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Life & Annuity anticipates
deducting these charges for the forseeable future, THESE CHARGES ARE NOT
GUARANTEED AND COULD BE RAISED AT THE DISCRETION OF GE LIFE & ANNUITY.
Accordingly, even if the assumed hypothetical gross annual investment
return were earned, the values and benefits under an actual Policy with the
listed specifications may be less than those shown if the cost of insurance
charges were increased.
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF
INFLATION, AND THE ALLOCATIONS MADE BY AN OWNER AMONG THE INVESTMENT OPTIONS.
THE GROSS HYPOTHETICAL INVESTMENT RATES OF RETURN OF 0%, 6%, AND 12% SHOWN ABOVE
CORRESPOND TO NET ANNUAL RATES OF -1.48%, 4.52%, and 10.52%. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATE OF RETURN AVERAGES 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE BY GE LIFE & ANNUITY OR THE FUNDS THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
64
<PAGE>
<TABLE>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
Male Issue Age 55 Preferred No Nicotine Use Initial Specified Amount $1,000,000
Female Issue Age 55 Preferred No Nicotine Use Initial Premium and Planned
Death Benefit Option A Premium (Payable Annually) (1) $19,400
<S> <C>
MAXIMUM CHARGE BASIS
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5%
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1) The values illustrated assume that the planned premium of $19,400 is
paid at the beginning of each Policy year. Values will be different if
premiums are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They
assume that no Policy loans or withdrawals have been made. Excessive loans
or withdrawals may cause this Policy to lapse because of insufficient
account value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the values
and benefits of an actual Policy with the listed specifications could never
be less than those shown, and in some cases may be greater than those
shown.
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF
INFLATION, AND THE ALLOCATIONS MADE BY AN OWNER AMONG THE INVESTMENT OPTIONS.
THE GROSS HYPOTHETICAL INVESTMENT RATES OF RETURN OF 0%, 6%, AND 12% SHOWN ABOVE
CORRESPOND TO NET ANNUAL RATES OF -1.48%, 4.52%, and 10.52%. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATE OF RETURN AVERAGES 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE BY GE LIFE & ANNUITY OR THE FUNDS THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
65
<PAGE>
<TABLE>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
Male Issue Age 55 Preferred No Nicotine Use Initial Specified Amount $1,000,000
Female Issue Age 55 Preferred No Nicotine Use Initial Premium and Planned
Death Benefit Option A Premium (Payable Annually) (1) $19,400
<S> <C>
CURRENT CHARGE BASIS
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Current Return with Current Return with Current
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5%
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1) The values illustrated assume that the planned premium of $19,400 is
paid at the beginning of each Policy year. Values will be different if
premiums are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They
assume that no Policy loans or withdrawals have been made. Excessive loans
or withdrawals may cause this Policy to lapse because of insufficient
account value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Life & Annuity anticipates
deducting these charges for the forseeable future, THESE CHARGES ARE NOT
GUARANTEED AND COULD BE RAISED AT THE DISCRETION OF GE LIFE & ANNUITY.
Accordingly, even if the assumed hypothetical gross annual investment
return were earned, the values and benefits under an actual Policy with the
listed specifications may be less than those shown if the cost of insurance
charges were increased.
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF
INFLATION, AND THE ALLOCATIONS MADE BY AN OWNER AMONG THE INVESTMENT OPTIONS.
THE GROSS HYPOTHETICAL INVESTMENT RATES OF RETURN OF 0%, 6%, AND 12% SHOWN ABOVE
CORRESPOND TO NET ANNUAL RATES OF -1.48, 4.52%, and 10.52%. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATE OF RETURN AVERAGES 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE BY GE LIFE & ANNUITY OR THE FUNDS THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
66
<PAGE>
<TABLE>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
Male Issue Age 55 Preferred No Nicotine Use Initial Specified Amount $1,000,000
Female Issue Age 55 Preferred No Nicotine Use Initial Premium and Planned
Death Benefit Option B Premium (Payable Annually) (1) $14,600
<S> <C>
MAXIMUM CHARGE BASIS
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5%
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1) The values illustrated assume that the planned premium of $14,600 is
paid at the beginning of each Policy year. Values will be different if
premiums are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They
assume that no Policy loans or withdrawals have been made. Excessive loans
or withdrawals may cause this Policy to lapse because of insufficient
account value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the values
and benefits of an actual Policy with the listed specifications could never
be less than those shown, and in some cases may be greater than those
shown.
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF
INFLATION, AND THE ALLOCATIONS MADE BY AN OWNER AMONG THE INVESTMENT OPTIONS.
THE GROSS HYPOTHETICAL INVESTMENT RATES OF RETURN OF 0%, 6%, AND 12% SHOWN ABOVE
CORRESPOND TO NET ANNUAL RATES OF -1.48%, 4.52%, and 10.52%. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATE OF RETURN AVERAGES 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE BY GE LIFE & ANNUITY OR THE FUNDS THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
67
<PAGE>
<TABLE>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
Male Issue Age 55 Preferred No Nicotine Use Initial Specified Amount $1,000,000
Female Issue Age 55 Preferred No Nicotine Use Initial Premium and Planned
Death Benefit Option B Premium (Payable Annually) (1) $14,600
<S> <C>
CURRENT CHARGE BASIS
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Current Return with Current Return with Current
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5%
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1) The values illustrated assume that the planned premium of $14,600 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient account
value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Life & Annuity anticipates
deducting these charges for the forseeable future, THESE CHARGES ARE NOT
GUARANTEED AND COULD BE RAISED AT THE DISCRETION OF GE LIFE & ANNUITY.
Accordingly, even if the assumed hypothetical gross annual investment
return were earned, the values and benefits under an actual Policy with the
listed specifications may be less than those shown if the cost of insurance
charges were increased.
THE HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING PREVAILING INTEREST RATES, RATES OF
INFLATION, AND THE ALLOCATIONS MADE BY AN OWNER AMONG THE INVESTMENT OPTIONS.
THE GROSS HYPOTHETICAL INVESTMENT RATES OF RETURN OF 0%, 6%, AND 12% SHOWN ABOVE
CORRESPOND TO NET ANNUAL RATES OF -1.48%, 4.52%, and 10.52%. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATE OF RETURN AVERAGES 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE BY GE LIFE & ANNUITY OR THE FUNDS THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
68
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1998
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
TABLE OF CONTENTS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Independent Auditors' Report ................... A-3
Financial Statements:
Statements of Assets and Liabilities .......... A-4
Statements of Operations ...................... A-10
Statements of Changes in Net Assets ........... A-21
Notes to Financial Statements .................. A-34
</TABLE>
A-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Policyholders
Life of Virginia Separate Account II
and
The Board of Directors
The Life Insurance Company of Virginia:
We have audited the accompanying statements of assets and liabilities of
Life of Virginia Separate Account II (the Account) (comprising the GE
Investments Funds, Inc. -- S&P 500 Index, Money Market, Total Return,
International Equity, Real Estate Securities, Global Income, Value Equity,
Income, and U.S. Equity Funds; the Oppenheimer Variable Account Funds -- Bond,
Capital Appreciation, Growth, High Income and Multiple Strategies Funds; the
Variable Insurance Products Fund -- Equity-Income, Growth and Overseas
Portfolios; the Variable Insurance Products Fund II -- Asset Manager and
Contrafund Portfolios; the Variable Insurance Products Fund III -- Growth &
Income and Growth Opportunities Portfolios; the Federated Investors Insurance
Series -- American Leaders, High Income Bond and Utility Funds II; the Alger
American Fund -- Small Cap and Growth Portfolios; the PBHG Insurance Series
Fund -- PBHG Large Cap Growth and PBHG Growth II Portfolios; the Janus Aspen
Series -- Aggressive Growth, Growth, Worldwide Growth, Balanced, Flexible
Income, International Growth and Capital Appreciation Portfolios; the Goldman
Sachs Variable Insurance Trust Fund -- Growth and Income and Mid Cap Equity
Funds; and the Salomon Brothers Variable Series Investors Fund) as of December
31, 1998 and the related statements of operations and changes in net assets for
the aforementioned funds and the GE Investments Funds, Inc. Government
Securities Fund; the Oppenheimer Variable Account Money Fund; the Variable
Insurance Products Fund -- Money Market and High Income Portfolios; and the
Neuberger & Berman Advisers Management Trust -- Balanced, Bond and Growth
Portfolios, of Life of Virginia Separate Account II for each of the years or
lesser periods in the three year period then ended. These financial statements
are the responsibility of the Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1998,
by correspondence with the underlying mutual funds or their transfer agent. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of each of the respective
portfolios constituting Life of Virginia Separate Account II as of December 31,
1998 and the results of their operations and changes in their net assets for
each of the years or lesser periods in the three year period then ended in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
Richmond, Virginia
February 12, 1999
A-3
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
-------------------------------------------------------------
S&P 500 MONEY TOTAL INTERNATIONAL
INDEX MARKET RETURN EQUITY
FUND FUND FUND FUND
ASSETS --------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Investment in GE
Investments Funds, Inc.,
at fair value (note 2):
S&P 500 Index Fund
(223,402 shares;
cost -- $4,451,453)............. $ 5,296,854 -- -- --
Money Market Fund
(4,079,103 shares;
cost -- $4,079,100)............. -- 4,079,103 -- --
Total Return Fund
(279,426 shares;
cost -- $4,226,852)............. -- -- 4,096,383 --
International Equity Fund
(9,802 shares;
cost -- $114,478)............... -- -- -- 116,545
Real Estate Securities
Fund (29,793 shares;
cost -- $409,691)............... -- -- -- --
Global Income Fund
(3,531 shares;
cost -- $36,192)................ -- -- -- --
Value Equity Fund
(15,742 shares;
cost -- $202,399)............... -- -- -- --
Income Fund
(35,461 shares;
cost -- $432,645)............... -- -- -- --
U.S. Equity Fund
(1,521 shares;
cost -- $47,666)................ -- -- -- --
Receivable from affiliate ......... 77 1,752 -- --
Receivable for units sold ......... 16,301 12,648 184 368
----------- --------- --------- -------
TOTAL ASSETS ................... 5,313,232 4,093,503 4,096,567 116,913
----------- --------- --------- -------
LIABILITIES
Accrued expenses payable to
affiliate (note 3) ............... 5,552 21,761 18,864 1,164
Payable for units
withdrawn ........................ -- 151 -- --
----------- --------- --------- -------
TOTAL LIABILITIES .............. 5,552 21,912 18,864 1,164
----------- --------- --------- -------
Net assets attributable
to variable life
policyholders .................... $ 5,307,680 4,071,591 4,077,703 115,749
=========== ========= ========= =======
Outstanding units:
Type I (note 2) .................. 85,784 117,698 110,519 7,412
=========== ========= ========= =======
Net asset value per unit:
Type I ........................... $ 52.62 17.02 35.54 14.80
=========== ========== ========== ========
Outstanding units:
Type II (note 2) ................. 15,084 121,526 4,217 409
=========== ========== ========== ========
Net asset value per unit:
Type II .......................... $ 52.62 17.02 35.54 14.80
=========== ========== ========== ========
<CAPTION>
GE INVESTMENTS FUNDS, INC.
---------------------------------------------------------------
REAL ESTATE GLOBAL VALUE U.S.
SECURITIES INCOME EQUITY INCOME EQUITY
FUND FUND FUND FUND FUND
ASSETS ------------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Investment in GE
Investments Funds, Inc.,
at fair value (note 2):
S&P 500 Index Fund
(223,402 shares;
cost -- $4,451,453)............. -- -- -- -- --
Money Market Fund
(4,079,103 shares;
cost -- $4,079,100)............. -- -- -- -- --
Total Return Fund
(279,426 shares;
cost -- $4,226,852)............. -- -- -- -- --
International Equity Fund
(9,802 shares;
cost -- $114,478)............... -- -- -- -- --
Real Estate Securities
Fund (29,793 shares;
cost -- $409,691)............... $345,304 -- -- -- --
Global Income Fund
(3,531 shares;
cost -- $36,192)................ -- 37,177 -- -- --
Value Equity Fund
(15,742 shares;
cost -- $202,399)............... -- -- 213,619 -- --
Income Fund
(35,461 shares;
cost -- $432,645)............... -- -- -- 437,591 --
U.S. Equity Fund
(1,521 shares;
cost -- $47,666)................ -- -- -- -- 50,966
Receivable from affiliate ......... -- -- -- -- --
Receivable for units sold ......... -- -- -- 127 --
------- ------ ------- ------- ------
TOTAL ASSETS ................... 345,304 37,177 213,619 437,718 50,966
------- ------ ------- ------- ------
LIABILITIES
Accrued expenses payable to
affiliate (note 3) ............... 1,254 1,046 1,267 4,174 21
Payable for units
withdrawn ........................ 4 -- 6 -- --
------- ------ ------- ------- ------
TOTAL LIABILITIES .............. 1,258 1,046 1,273 4,174 21
------- ------ ------- ------- ------
Net assets attributable
to variable life
policyholders .................... $344,046 36,131 212,346 433,544 50,945
======= ====== ======= ======= ======
Outstanding units:
Type I (note 2) .................. 17,514 3,010 5,086 40,200 18
======= ====== ======= ======= ======
Net asset value per unit:
Type I ........................... $ 15.28 11.58 13.98 10.73 10.71
======== ======= ======== ======== =======
Outstanding units:
Type II (note 2) ................. 5,002 110 10,103 204 4,739
======== ======= ======== ======== =======
Net asset value per unit:
Type II .......................... $ 15.28 11.58 13.98 10.73 10.71
======== ======= ======== ======== =======
</TABLE>
A-4
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT
FUNDS
----------------------------
CAPITAL
BOND APPRECIATION
FUND FUND
ASSETS ------------- --------------
<S> <C> <C>
Investment in Oppenheimer Variable Account Funds, at
fair value (note 2):
Bond Fund (37,053 shares;
cost -- $437,253)............................................ $ 456,495 --
Capital Appreciation Fund (85,498 shares;
cost -- $3,238,301).......................................... -- 3,832,888
Growth Fund (88,077 shares; cost -- $2,478,265)................ -- --
High Income Fund (168,523 shares;
cost -- $1,873,991).......................................... -- --
Multiple Strategies Fund (49,753 shares;
cost -- $770,994)............................................ -- --
Receivable for units sold ...................................... 15,535 --
--------- ---------
TOTAL ASSETS ................................................ 472,030 3,832,888
--------- ---------
LIABILITIES
Accrued expenses payable to affiliate (note 3) ................. 1,581 4,553
Payable for units withdrawn .................................... -- 1,388
--------- ---------
TOTAL LIABILITIES ........................................... 1,581 5,941
--------- ---------
Net assets attributable to variable life policyholders ......... $ 470,449 3,826,947
========= =========
Outstanding units: Type I (note 2) ............................. 17,239 81,128
========= =========
Net asset value per unit: Type I ............................... $ 23.79 45.42
========= ==========
Outstanding units: Type II (note 2) ............................ 2,536 3,128
========= ==========
Net asset value per unit: Type II .............................. $ 23.79 45.42
========= ==========
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
-----------------------------------------
HIGH MULTIPLE
GROWTH INCOME STRATEGIES
FUND FUND FUND
ASSETS -------------- -------------- -----------
<S> <C> <C> <C>
Investment in Oppenheimer Variable Account Funds, at
fair value (note 2):
Bond Fund (37,053 shares;
cost -- $437,253)............................................ -- -- --
Capital Appreciation Fund (85,498 shares;
cost -- $3,238,301).......................................... -- -- --
Growth Fund (88,077 shares; cost -- $2,478,265)................ $3,229,796 -- --
High Income Fund (168,523 shares;
cost -- $1,873,991).......................................... -- 1,857,122 --
Multiple Strategies Fund (49,753 shares;
cost -- $770,994)............................................ -- -- 848,291
Receivable for units sold ...................................... 2,404 10 398
--------- --------- -------
TOTAL ASSETS ................................................ 3,232,200 1,857,132 848,689
--------- --------- -------
LIABILITIES
Accrued expenses payable to affiliate (note 3) ................. 3,327 2,341 1,668
Payable for units withdrawn .................................... -- 183 964
--------- --------- -------
TOTAL LIABILITIES ........................................... 3,327 2,524 2,632
--------- --------- -------
Net assets attributable to variable life policyholders ......... $3,228,873 1,854,608 846,057
========= ========= =======
Outstanding units: Type I (note 2) ............................. $ 59,419 52,371 24,858
========= ========= =======
Net asset value per unit: Type I ............................... $ 51.91 34.23 31.28
========== ========== ========
Outstanding units: Type II (note 2) ............................ 2,782 1,810 2,190
========== ========== ========
Net asset value per unit: Type II .............................. $ 51.91 34.23 31.28
========== ========== ========
</TABLE>
A-5
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
-------------------------------------------------
EQUITY-
INCOME GROWTH OVERSEAS
PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS --------------- -------------- --------------
<S> <C> <C> <C>
Investment in Variable Insurance Products Fund, at fair value (note 2):
Equity-Income Portfolio (264,330 shares; cost -- $5,666,908).......... $ 6,719,278 -- --
Growth Portfolio (174,420 shares; cost -- $6,247,564)................. -- 7,826,215 --
Overseas Porfolio (102,010 shares; cost -- $1,886,189)................ -- -- 2,045,301
Receivable for units sold ............................................. 1,772 6,427 1,058
----------- --------- ---------
TOTAL ASSETS ....................................................... 6,721,050 7,832,642 2,046,359
----------- --------- ---------
LIABILITIES
Accrued expenses payable to affiliate (note 3) ........................ 7,686 6,389 2,438
Payable for units withdrawn ........................................... 276 -- 4
----------- --------- ---------
TOTAL LIABILITIES .................................................. 7,962 6,389 2,442
----------- --------- ---------
Net assets attributable to variable life policyholders ................ $ 6,713,088 7,826,253 2,043,917
=========== ========= =========
Outstanding units: Type I (note 2) .................................... 144,137 129,808 75,355
=========== ========= =========
Net asset value per unit: Type I ...................................... $ 44.60 59.48 26.92
=========== ========== ==========
Outstanding units: Type II (note 2) ................................... 6,380 1,770 571
=========== ========== ==========
Net asset value per unit: Type II ..................................... $ 44.60 59.48 26.92
=========== ========== ==========
</TABLE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
VARIABLE INSURANCE VARIABLE INSURANCE
PRODUCTS FUND II PRODUCTS FUND III
------------------------------ --------------------------
ASSET GROWTH & GROWTH
MANAGER CONTRAFUND INCOME OPPORTUNITIES
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS --------------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
Investment in Variable Insurance Products Fund II, at fair value
(note 2):
Asset Manager Portfolio (255,369 shares; cost -- $4,014,285)......... $ 4,637,506 -- -- --
Contrafund Portfolio (148,371 shares; cost -- $2,959,558)............ -- 3,626,193 -- --
Investment in Variable Insurance Product Fund III, at fair value
(note 2):
Growth & Income Portfolio (24,728 shares; cost -- $340,986).......... -- -- 399,352 --
Growth Opportunities Portfolio (12,572 shares; cost --
$248,910).......................................................... -- -- -- 287,651
Receivable from affiliate ............................................ 112 72 86 --
Receivable for units sold ............................................ 3,004 10,286 11,319 104
----------- --------- ------- -------
TOTAL ASSETS ...................................................... 4,640,622 3,636,551 410,757 287,755
----------- --------- ------- -------
LIABILITIES
Accrued expenses payable to affiliate (note 3) ....................... 4,202 4,691 1,353 1,355
Payable for units withdrawn .......................................... 57 -- -- 74
----------- --------- ------- -------
TOTAL LIABILITIES ................................................. 4,259 4,691 1,353 1,429
----------- --------- ------- -------
Net assets attributable to variable life policyholders ............... $ 4,636,363 3,631,860 409,404 286,326
=========== ========= ======= =======
Outstanding units: Type I (note 2) ................................... 158,102 119,940 16,824 16,281
=========== ========= ======= =======
Net asset value per unit: Type I ..................................... $ 29.09 26.79 15.98 15.26
=========== ========== ======== ========
Outstanding units: Type II (note 2) .................................. 1,278 15,627 8,796 2,482
=========== ========== ======== ========
Net asset value per unit: Type II .................................... $ 29.09 26.79 15.98 15.26
=========== ========== ======== ========
</TABLE>
A-6
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
FEDERATED INVESTORS
INSURANCE SERIES
----------------------------------------
AMERICAN HIGH
LEADERS INCOME BOND UTILITY
FUND II FUND II FUND II
ASSETS ------------- ------------- ------------
<S> <C> <C> <C>
Investments in Federated Investors Insurance
Series, at fair value (note 2):
American Leaders Fund II (14,726 shares;
cost -- $293,767)......................... $ 319,259 -- --
High Income Bond Fund II (14,827
shares; cost -- $158,805)................. -- 161,908 --
Utility Fund II (15,821 shares;
cost -- $200,123)......................... -- -- 241,590
Investment in Alger American, at fair value
(note 2):
Small Cap Portfolio (26,644 shares;
cost -- $1,096,285)....................... -- -- --
Growth Portfolio (34,324 shares;
cost -- $1,435,416)....................... -- -- --
Investment in PBHG Insurance Series Fund,
at fair value (note 2):
PBHG Large Cap Growth Portfolio (5,165
shares; cost -- $66,000).................. -- -- --
PBHG Growth II Portfolio (5,982 shares;
cost -- $61,050).......................... -- -- --
Receivable from affiliate ................... -- -- 16
Receivable for units sold ................... 79 -- 7,027
--------- ------- -------
TOTAL ASSETS ............................. 319,338 161,908 248,633
--------- ------- -------
LIABILITIES
Accrued expenses payable to affiliate
(note 3) ................................... 1,324 1,196 715
Payable for units withdrawn ................. -- 3 --
--------- ------- -------
TOTAL LIABILITIES ........................ 1,324 1,199 715
--------- ------- -------
Net assets attributable to variable life
policyholders .............................. $ 318,014 160,709 247,918
========= ======= =======
Outstanding units: Type I (note 2) .......... 13,408 9,252 11,455
========= ======= =======
Net asset value per unit: Type I ............ $ 17.04 15.62 19.36
========= ======== ========
Outstanding units: Type II (note 2) ......... 5,255 1,037 1,350
========= ======== ========
Net asset value per unit: Type II ........... $ 17.04 15.62 19.36
========= ======== ========
<CAPTION>
PBHG INSURANCE
ALGER AMERICAN FUND SERIES FUND
----------------------------- ----------------------
PBHG
SMALL LARGE CAP PBHG
CAP GROWTH GROWTH GROWTH II
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS -------------- -------------- ----------- ----------
<S> <C> <C> <C> <C>
Investments in Federated Investors Insurance
Series, at fair value (note 2):
American Leaders Fund II (14,726 shares;
cost -- $293,767)......................... -- -- -- --
High Income Bond Fund II (14,827
shares; cost -- $158,805)................. -- -- -- --
Utility Fund II (15,821 shares;
cost -- $200,123)......................... -- -- -- --
Investment in Alger American, at fair value
(note 2):
Small Cap Portfolio (26,644 shares;
cost -- $1,096,285)....................... $1,171,518 -- -- --
Growth Portfolio (34,324 shares;
cost -- $1,435,416)....................... -- 1,826,744 -- --
Investment in PBHG Insurance Series Fund,
at fair value (note 2):
PBHG Large Cap Growth Portfolio (5,165
shares; cost -- $66,000).................. -- -- 79,742 --
PBHG Growth II Portfolio (5,982 shares;
cost -- $61,050).......................... -- -- -- 69,574
Receivable from affiliate ................... -- -- -- 72
Receivable for units sold ................... 464 2,159 -- 432
--------- --------- ------ ------
TOTAL ASSETS ............................. 1,171,982 1,828,903 79,742 70,078
--------- --------- ------ ------
LIABILITIES
Accrued expenses payable to affiliate
(note 3) ................................... 2,587 2,397 1,365 1,196
Payable for units withdrawn ................. -- -- 22 4
--------- --------- ------ ------
TOTAL LIABILITIES ........................ 2,587 2,397 1,387 1,200
--------- --------- ------ ------
Net assets attributable to variable life
policyholders .............................. $1,169,395 1,826,506 78,355 68,878
========= ========= ====== ======
Outstanding units: Type I (note 2) .......... 89,097 85,556 4,470 2,779
========= ========= ====== ======
Net asset value per unit: Type I ............ $ 12.33 19.93 15.26 11.49
========== ========== ======= =======
Outstanding units: Type II (note 2) ......... 5,744 6,090 665 3,215
========== ========== ======= =======
Net asset value per unit: Type II ........... $ 12.33 19.93 15.26 11.49
========== ========== ======= =======
</TABLE>
A-7
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
JANUS ASPEN SERIES
---------------------------------------------
AGGRESSIVE WORLDWIDE
GROWTH GROWTH GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS --------------- -------------- --------------
<S> <C> <C> <C>
Investment in Janus Aspen Series, at fair
value (note 2):
Aggressive Growth Portfolio (91,976
shares; cost -- $1,998,064)............... $ 2,537,613 -- --
Growth Portfolio (142,379 shares;
cost -- $2,519,886)....................... -- 3,351,607 --
Worldwide Growth Portfolio (175,533
shares; cost -- $4,110,001)............... -- -- 5,106,255
Balanced Portfolio (57,619 shares;
cost -- $1,021,835)....................... -- -- --
Flexible Income Portfolio (8,248 shares;
cost -- $99,389).......................... -- -- --
International Growth Portfolio (39,359
shares; cost -- $803,626)................. -- -- --
Capital Appreciation Portfolio (11,851
shares; cost -- $190,191)................. -- -- --
Receivable from affiliate ................... -- 235 --
Receivable for units sold ................... 164 9,645 1,128
----------- --------- ---------
TOTAL ASSETS ............................. 2,537,777 3,361,487 5,107,383
----------- --------- ---------
LIABILITIES
Accrued expenses payable to affiliate
(note 3) ................................... 5,771 3,414 5,187
Payable for units withdrawn ................. -- -- 1,971
----------- --------- ---------
TOTAL LIABILITIES ........................ 5,771 3,414 7,158
----------- --------- ---------
Net assets attributable to variable life
policyholders .............................. $ 2,532,006 3,358,073 5,100,225
=========== ========= =========
Outstanding units: Type I (note 2) .......... 97,529 127,165 189,590
=========== ========= =========
Net asset value per unit: Type I ............ $ 23.12 24.42 24.46
=========== ========= =========
Outstanding units: Type II (note 2) ......... 11,987 10,349 18,923
=========== ========= =========
Net asset value per unit: Type II ........... $ 23.12 24.42 24.46
=========== ========= =========
<CAPTION>
JANUS ASPEN SERIES
--------------------------------------------------------
FLEXIBLE INTERNATIONAL CAPITAL
BALANCED INCOME GROWTH APPRECIATION
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS -------------- ----------- --------------- -------------
<S> <C> <C> <C> <C>
Investment in Janus Aspen Series, at fair
value (note 2):
Aggressive Growth Portfolio (91,976
shares; cost -- $1,998,064)............... -- -- -- --
Growth Portfolio (142,379 shares;
cost -- $2,519,886)....................... -- -- -- --
Worldwide Growth Portfolio (175,533
shares; cost -- $4,110,001)............... -- -- -- --
Balanced Portfolio (57,619 shares;
cost -- $1,021,835)....................... $1,296,421 -- -- --
Flexible Income Portfolio (8,248 shares;
cost -- $99,389).......................... -- 99,469 -- --
International Growth Portfolio (39,359
shares; cost -- $803,626)................. -- -- 837,165 --
Capital Appreciation Portfolio (11,851
shares; cost -- $190,191)................. -- -- -- 236,316
Receivable from affiliate ................... 1,120 -- 13 --
Receivable for units sold ................... 23,638 980 1,436 1,358
--------- ------ ------- -------
TOTAL ASSETS ............................. 1,321,179 100,449 838,614 237,674
--------- ------- ------- -------
LIABILITIES
Accrued expenses payable to affiliate
(note 3) ................................... 1,995 1,186 1,628 5,442
Payable for units withdrawn ................. -- 19 -- 8
--------- ------- ------- -------
TOTAL LIABILITIES ........................ 1,995 1,205 1,628 5,450
--------- ------- ------- -------
Net assets attributable to variable life
policyholders .............................. $1,319,184 99,244 836,986 232,224
========= ======= ======= =======
Outstanding units: Type I (note 2) .......... 53,591 6,812 30,755 8,215
========= ======= ======= =======
Net asset value per unit: Type I ............ $ 19.85 13.70 16.06 19.74
========== ======== ======== ========
Outstanding units: Type II (note 2) ......... 12,867 432 21,361 3,549
========== ======== ======== ========
Net asset value per unit: Type II ........... $ 19.85 13.70 16.06 19.74
========== ======== ======== ========
</TABLE>
A-8
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
GOLDMAN SACHS SALOMON BROTHERS
VARIABLE INSURANCE VARIABLE SERIES
TRUST FUND FUND
-------------------------- -----------------
GROWTH AND MID CAP
INCOME EQUITY INVESTORS
FUND FUND FUND
ASSETS ------------ ----------- -----------------
<S> <C> <C> <C>
Investment in Goldman Sachs Variable Insurance Trust Fund, at fair
value (note 2):
Growth and Income Fund (999 shares; cost -- $9,946).............. $ 10,441 -- --
Mid Cap Equity Fund (10,881 shares; cost -- $90,926)............. -- 93,247 --
Investment in Salomon Brothers Variable Series Fund, at fair value
(note 2):
Investors Fund (138 shares; cost -- $1,472)...................... -- -- 1,525
Dividends receivable ............................................. -- -- 6
-------- ------ -----
TOTAL ASSETS .................................................. 10,441 93,247 1,531
-------- ------ -----
LIABILITIES
Accrued expenses payable to affiliate (note 3) ................... 8 39 1
Payable for units withdrawn ...................................... -- -- --
-------- ------ -----
TOTAL LIABILITIES ............................................. 8 39 1
-------- ------ -----
Net assets attributable to variable life policyholders ........... $ 10,433 93,208 1,530
======== ====== =====
Outstanding units: Type I (note 2) ............................... 81 -- 126
======== ====== =====
Net asset value per unit: Type I ................................. $ 8.89 8.59 12.16
======== ====== =====
Outstanding units: Type II (note 2) .............................. 1,092 10,851 --
======== ====== =====
Net asset value per unit: Type II ................................ $ 8.89 8.59 12.16
======== ====== =====
</TABLE>
See accompanying notes to financial statements
A-9
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
--------------------------------------------------------------------------
S&P 500 GOVERNMENT
INDEX SECURITIES
FUND FUND
----------------------------------------- ------------------------------
PERIOD ENDED YEAR ENDED
YEAR ENDED DECEMBER 31, DECEMBER 11, DECEMBER 31,
1998 1997 1996 1997 1996
------------- --------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ........................... $ 198,642 88,899 751,436 -- 31,170
Expenses -- Mortality and expense risk charges
(note 3) .................................... 27,391 17,405 9,854 2,085 2,175
---------- ------ ------- ----- ------
Net investment income (loss) ................... 171,251 71,494 741,582 (2,085) 28,995
---------- ------ ------- ------ ------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) ...................... 200,588 18,179 65,600 1,254 289
Unrealized appreciation (depreciation) on
investments ................................. 637,587 504,771 (498,697) 18,064 (28,379)
---------- ------- -------- ------ -------
Net realized and unrealized gain (loss) on
investments ................................... 838,175 522,950 (433,097) 19,318 (28,090)
---------- ------- -------- ------ -------
Increase in net assets from operations ......... $1,009,426 594,444 308,485 17,233 905
========== ======= ======== ====== =======
</TABLE>
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
-------------------------------------------------------------------------------
MONEY MARKET TOTAL RETURN
FUND FUND
--------------------------------------- ---------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
----------- ------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ........................... $161,959 107,705 97,157 207,758 456,798 846,101
Expenses -- Mortality and expense risk
charges (note 3) ............................ 21,006 13,717 15,476 26,306 24,218 20,200
-------- ------- ------ ------- ------- -------
Net investment income (loss) ................... 140,953 93,988 81,681 181,452 432,580 825,901
-------- ------- ------ ------- ------- -------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) ...................... 517 298,840 (325,593) (62,109) (54,073) 68,427
Unrealized appreciation (depreciation)
on investments .............................. (517) (300,439) 345,223 423,954 123,159 (708,053)
-------- -------- -------- ------- ------- --------
Net realized and unrealized gain (loss) on
investments ................................... -- (1,599) 19,630 361,845 69,086 (639,626)
-------- -------- -------- ------- ------- --------
Increase in net assets from operations ......... $140,953 92,389 101,311 543,297 501,666 186,275
======== ======== ======== ======= ======= ========
</TABLE>
A-10
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC. (CONTINUED)
---------------------------------------------------------------------------
INTERNATIONAL REAL ESTATE
EQUITY FUND SECURITIES FUND
----------------------------------- -------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
--------- ----------- --------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ..................... $ 5,942 8,566 1,884 25,938 20,680 1,678
Expenses -- Mortality and expense risk
charges (note 3) ...................... 648 399 152 1,889 814 57
------- ----- ----- ------ ------ -----
Net investment income .................... 5,294 8,167 1,732 24,049 19,866 1,621
------- ----- ----- ------ ------ -----
Net realized and unrealized (loss) gain on
investments:
Net realized gain (loss) ................ 93 654 510 (13,410) 2,800 381
Unrealized appreciation (depreciation) on
investments ........................... 8,003 (5,290) (839) (64,135) (2,725) 2,468
------- ------ ----- ------- ------ -----
Net realized and unrealized (loss) gain on
investments ............................. 8,096 (4,636) (329) (77,545) 75 2,849
------- ------ ----- ------- ------ -----
Increase (decrease) in net assets from
operations .............................. $13,390 3,531 1,403 (53,496) 19,941 4,470
======= ====== ===== ======= ====== =====
</TABLE>
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC. (CONTINUED)
-----------------------------------------------------------
GLOBAL VALUE
INCOME EQUITY
FUND FUND
----------------------------- -----------------------------
PERIOD FROM PERIOD FROM
JUNE 18, JUNE 17,
YEAR ENDED 1997 TO YEAR ENDED 1997 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Investment income:
Income -- Dividends ................. $2,100 461 6,079 115
Expenses -- Mortality and
expense risk charges (note 3) ..... 354 30 526 17
------ --- ----- ---
Net investment income ................ 1,746 431 5,553 98
------ --- ----- ---
Net realized and unrealized (loss)
gain on investments:
Net realized gain (loss) ............ 3,656 35 (305) (9)
Unrealized appreciation
(depreciation) on investments...... 1,314 (329) 11,219 1
------ ---- ------ ----
Net realized and unrealized (loss)
gain on investments ................. 4,970 (294) 10,914 (8)
------ ---- ------ ----
Increase (decrease) in net assets
from operations ..................... $6,716 137 16,467 90
====== ==== ====== ====
<CAPTION>
GE INVESTMENTS FUNDS, INC. (CONTINUED)
-------------------------------------------
U.S.
INCOME EQUITY
FUND FUND
----------------------------- -------------
PERIOD FROM PEROD FROM
DECEMBER 12, JUNE 10,
YEAR ENDED 1997 TO 1998 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998
-------------- -------------- -------------
<S> <C> <C> <C>
Investment income:
Income -- Dividends ................. $24,441 992 869
Expenses -- Mortality and
expense risk charges (note 3) ..... 2,902 116 47
------ --- ---
Net investment income ................ 21,539 876 822
------ --- ---
Net realized and unrealized (loss)
gain on investments:
Net realized gain (loss) ............ 3,321 (838) 144
Unrealized appreciation
(depreciation) on investments...... 4,423 523 3,300
------ ---- -----
Net realized and unrealized (loss)
gain on investments ................. 7,744 (315) 3,444
------ ---- -----
Increase (decrease) in net assets
from operations ..................... $29,283 561 4,266
====== ==== =====
</TABLE>
A-11
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
------------------------------------------------------------------
MONEY FUND BOND FUND
------------------------------ ---------------------------------
PERIOD ENDED YEAR ENDED
DECEMBER 11, DECEMBER 31, YEAR ENDED DECEMBER 31,
1997 1996 1998 1997 1996
-------------- ------------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ..................... $27 224 10,101 17,586 16,705
Expenses -- Mortality and
expense risk charges (note 3) ......... 4 31 2,597 1,872 1,790
--- --- ------ ------ ------
Net investment income .................... 23 193 7,504 15,714 14,915
--- --- ------ ------ ------
Net realized and unrealized gain on
investments:
Net realized gain ....................... -- -- 2,899 276 128
Unrealized appreciation
(depreciation) on investments ......... -- -- 11,167 5,965 (3,916)
--- --- ------ ------ ------
Net realized and unrealized gain
(loss) on investments ................... -- -- 14,066 6,241 (3,788)
--- --- ------ ------ ------
Increase in net assets from
operations .............................. $23 193 21,570 21,955 11,127
=== === ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
-------------------------------------------------------------------------
CAPITAL APPRECIATION FUND GROWTH FUND
------------------------------------- ---------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
---------- ------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ..................... $ 91,445 119,431 99,449 230,257 94,465 72,782
Expenses -- Mortality and
expense risk charges (note 3) ......... 23,632 19,370 13,659 18,652 13,535 7,950
-------- ------- ------ ------- ------ ------
Net investment income .................... 67,813 100,061 85,790 211,605 80,930 64,832
-------- ------- ------ ------- ------ ------
Net realized and unrealized gain on
investments:
Net realized gain ....................... 93,644 264,595 128,677 89,327 112,639 59,611
Unrealized appreciation
(depreciation) on investments ......... 277,402 (89,502) 103,509 270,706 226,521 113,315
-------- ------- ------- ------- ------- -------
Net realized and unrealized gain
(loss) on investments ................... 371,046 175,093 232,186 360,033 339,160 172,926
-------- ------- ------- ------- ------- -------
Increase in net assets from
operations .............................. $438,859 275,154 317,976 571,638 420,090 237,758
======== ======= ======= ======= ======= =======
</TABLE>
A-12
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS (CONTINUED)
-------------------------------------------------------------------------
HIGH INCOME FUND MULTIPLE STRATEGIES FUND
------------------------------------ ----------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
------------ --------- --------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ..................... $ 82,820 105,625 78,385 44,673 45,313 33,554
Expenses -- Mortality and expense
risk charges (note 3) ................. 12,578 8,770 5,650 5,281 4,459 3,353
--------- ------- ------ ------ ------ ------
Net investment income .................... 70,242 96,855 72,735 39,392 40,854 30,201
--------- ------- ------ ------ ------ ------
Net realized and unrealized gain
(loss) on investments:
Net realized gain ....................... 3,380 11,476 8,045 10,586 26,553 22,006
Unrealized appreciation
(depreciation) on investments ......... (81,675) 28,520 28,139 (5,312) 27,703 14,047
--------- ------- ------ ------ ------ ------
Net realized and unrealized gain
(loss) on investments ................... (78,295) 39,996 36,184 5,274 54,256 36,053
--------- ------- ------ ------ ------ ------
Increase (decrease) in net assets from
operations .............................. $ (8,053) 136,851 108,919 44,666 95,110 66,254
========= ======= ======= ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
----------------------------------------------------------------
MONEY MARKET PORTFOLIO HIGH INCOME PORTFOLIO
------------------------------- ------------------------------
PERIOD ENDED YEAR ENDED PERIOD ENDED YEAR ENDED
DECEMBER 11, DECEMBER 31, DECEMBER 11, DECEMBER 31,
1997 1996 1997 1996
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Investment income:
Income -- Dividends .................................... $31,897 17,813 16,812 24,435
Expenses -- Mortality and expense risk charges
(note 3) ............................................. 1,948 2,449 1,461 1,779
------- ------ ------ ------
Net investment income ................................... 29,949 15,364 15,351 22,656
------- ------ ------ ------
Net realized and unrealized gain on investments:
Net realized gain ...................................... -- -- 41,295 7,114
Unrealized appreciation (depreciation) on
investments .......................................... -- -- (23,320) 1,632
------- ------ ------- ------
Net realized and unrealized gain on investments ......... -- -- 17,975 8,746
------- ------ ------- ------
Increase in net assets from operations .................. $29,949 15,364 33,326 31,402
======= ====== ======= ======
</TABLE>
A-13
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND (CONTINUED)
--------------------------------------------------------------------
EQUITY-INCOME PORTFOLIO GROWTH PORTFOLIO
------------------------------- ------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
----------- --------- --------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends .................................... $353,139 339,803 85,939 703,742 135,480 213,091
Expenses -- Mortality and expense risk
charges (note 3) ..................................... 42,003 30,384 17,180 42,284 30,276 25,014
-------- ------- ------ ------- ------- -------
Net investment income ................................... 311,136 309,419 68,759 661,458 105,204 188,077
-------- ------- ------ ------- ------- -------
Net realized and unrealized gain on investments:
Net realized gain ...................................... 235,107 125,398 98,124 728,950 193,439 342,839
Unrealized appreciation (depreciation)
on investments ....................................... 97,581 539,549 149,934 630,736 566,792 (104,224)
-------- ------- ------- ------- ------- --------
Net realized and unrealized gain on investments ......... 332,688 664,947 248,058 1,359,686 760,231 238,615
-------- ------- ------- --------- ------- --------
Increase in net assets from operations .................. $643,824 974,366 316,817 2,021,144 865,435 426,692
======== ======= ======= ========= ======= ========
</TABLE>
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND VARIABLE INSURANCE PRODUCTS
(CONTINUED) FUND II
---------------------------------- ------------------------------
OVERSEAS PORTFOLIO ASSET MANAGER PORTFOLIO
---------------------------------- ------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
----------- ------------ --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ......................... $138,226 155,793 36,638 527,602 417,972 183,395
Expenses -- Mortality and expense risk
charges (note 3) .......................... 14,004 12,638 11,528 30,684 26,984 19,647
-------- ------- ------ ------- ------- -------
Net investment income (expense) .............. 124,222 143,155 25,110 496,918 390,988 163,748
-------- ------- ------ ------- ------- -------
Net realized and unrealized gain (loss) on
investments:
Net realized gain ........................... 98,578 95,087 39,291 58,132 68,861 105,006
Unrealized appreciation (depreciation)
on investments ............................ (8,287) (45,710) 126,664 32,734 222,652 98,064
-------- ------- ------- ------- ------- -------
Net realized and unrealized gain on
investments ................................. 90,291 49,377 165,955 90,866 291,513 203,070
-------- ------- ------- ------- ------- -------
Increase in net assets from operations ....... $214,513 192,532 191,065 587,784 682,501 366,818
======== ======= ======= ======= ======= =======
</TABLE>
A-14
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
II (CONTINUED) VARIABLE INSURANCE PRODUCTS FUND III
--------------------------------- ----------------------------------------------------------
GROWTH OPPORTUNITIES
CONTRAFUND PORTFOLIO GROWTH & INCOME PORTFOLIO PORTFOLIO
--------------------------------- ----------------------------- ----------------------------
PERIOD FROM PERIOD FROM
MAY 30, MAY 30,
YEAR ENDED 1997 TO YEAR ENDED 1997 TO
YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996 1998 1997 1998 1997
----------- --------- ----------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ......... $122,810 33,739 2,964 337 -- 3,673 --
Expenses -- Mortality
and expense risk
charges (note 3) .......... 18,320 11,153 4,608 1,403 45 1,223 148
-------- ------ ----- ----- -- ----- ---
Net investment income
(expense) ................... 104,490 22,586 (1,644) (1,066) (45) 2,450 (148)
-------- ------ ------ ------ --- ----- ----
Net realized and unrealized
gain (loss) on
investments:
Net realized gain ........... 228,313 198,947 14,028 2,566 1,642 3,612 472
Unrealized appreciation
(depreciation) on
investments ............... 398,426 135,687 119,895 59,468 (1,102) 35,308 3,433
-------- ------- ------- ------ ------ ------ -----
Net realized and unrealized
gain on investments ......... 626,739 334,634 133,923 62,034 540 38,920 3,905
-------- ------- ------- ------ ------ ------ -----
Increase in net assets from
operations .................. $731,229 357,220 132,279 60,968 495 41,370 3,757
======== ======= ======= ====== ====== ====== =====
</TABLE>
<TABLE>
<CAPTION>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
----------------------------------------------------------------------------------------
BALANCED BOND GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO
----------------------------- ----------------------------- ----------------------------
PERIOD ENDED YEAR ENDED PERIOD ENDED YEAR ENDED PERIOD ENDED YEAR ENDED
DECEMBER 11, DECEMBER 31, DECEMBER 11, DECEMBER 31, DECEMBER 11, DECEMBER 31,
1997 1996 1997 1996 1997 1996
-------------- -------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ................ $ 16,310 41,530 4,664 7,068 11,458 13,580
Expenses -- Mortality and
expense risk charges (note 3)..... 1,723 1,799 462 581 982 1,005
--------- ------ ----- ----- ------ ------
Net investment income ............... 14,587 39,731 4,202 6,487 10,476 12,575
--------- ------ ----- ----- ------ ------
Net realized and unrealized gain
(loss) on investments:
Net realized gain (loss) ........... 36,568 4,564 (162) 38 37,624 4,264
Unrealized appreciation
(depreciation) on investments..... (14,898) (28,989) (48) (3,678) (18,849) (6,024)
--------- ------- ----- ------ ------- ------
Net realized and unrealized gain
(loss) on investments .............. 21,670 (24,425) (210) (3,640) 18,775 (1,760)
--------- ------- ----- ------ ------- ------
Increase in net assets from
operations ......................... $ 36,257 15,306 3,992 2,847 29,251 10,815
========= ======= ===== ====== ======= ======
</TABLE>
A-15
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
FEDERATED INVESTORS
INSURANCE SERIES
-------------------------------------------------------------------------
HIGH
AMERICAN INCOME
LEADERS BOND
FUND II FUND II
-------------------------------------- --------------------------------
PERIOD FROM
AUGUST 14,
1996 TO
YEAR ENDED DECEMBER
31, DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
----------- -------- ------------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ........................... $ 8,939 148 9 4,007 3,619 1,592
Expenses -- Mortality and expense risk
charges (note 3) ............................ 1,280 113 2 979 656 127
------- --- - ----- ----- -----
Net investment income .......................... 7,659 35 7 3,028 2,963 1,465
------- --- - ----- ----- -----
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) ...................... (245) 598 4 1,890 836 51
Unrealized appreciation (depreciation) on
investments ................................. 22,437 3,025 29 (3,246) 5,274 1,038
------- ----- -- ------ ----- -----
Net realized and unrealized gain (loss) on
investments ................................... 22,192 3,623 33 (1,356) 6,110 1,089
------- ----- -- ------ ----- -----
Increase in net assets from operations ......... $29,851 3,658 40 1,672 9,073 2,554
======= ===== == ====== ===== =====
</TABLE>
<TABLE>
<CAPTION>
FEDERATED INVESTORS
INSURANCE SERIES
--------------------------------
UTILITY
FUND II
--------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
---------- -------- --------
<S> <C> <C> <C>
Investment income:
Income -- Dividends ............................................. $11,781 4,929 2,283
Expenses -- Mortality and expense risk charges (note 3) ......... 1,381 860 364
------- ----- -----
Net investment income ............................................ 10,400 4,069 1,919
------- ----- -----
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss) ........................................ 5,077 1,782 2,332
Unrealized appreciation (depreciation) on investments ........... 11,499 25,287 700
------- ------ -----
Net realized and unrealized gain (loss) on investments ........... 16,576 27,069 3,032
------- ------ -----
Increase in net assets from operations ........................... $26,976 31,138 4,951
======= ====== =====
</TABLE>
A-16
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
ALGER AMERICAN FUND
------------------------------------
SMALL
CAP
PORTFOLIO
------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
----------- ------------ -----------
<S> <C> <C> <C>
Investment income:
Income -- Dividends ........................................... $ 119,910 23,157 502
Expenses -- Mortality and expense risk charges
(note 3) .................................................... 6,707 5,518 1,659
--------- ------ -----
Net investment income (expense) ................................ 113,203 17,639 (1,157)
--------- ------ ------
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss) ...................................... (65,245) 109,665 4,156
Unrealized appreciation (depreciation) on investments ......... 102,269 (21,855) (4,745)
--------- ------- ------
Net realized and unrealized gain (loss) on investments ......... 37,024 87,810 (589)
--------- ------- ------
Increase (decrease) in net assets from operations .............. $ 150,227 105,449 (1,746)
========= ======= ======
<CAPTION>
ALGER AMERICAN FUND
-------------------------------
GROWTH
PORTFOLIO
-------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
--------- --------- -----------
<S> <C> <C> <C>
Investment income:
Income -- Dividends ........................................... $159,255 10,016 3,815
Expenses -- Mortality and expense risk charges
(note 3) .................................................... 8,116 7,350 2,350
------- ------ -----
Net investment income (expense) ................................ 151,139 2,666 1,465
------- ------ -----
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss) ...................................... 60,482 103,893 1,107
Unrealized appreciation (depreciation) on investments ......... 293,124 100,012 (1,956)
------- ------- ------
Net realized and unrealized gain (loss) on investments ......... 353,606 203,905 (849)
------- ------- ------
Increase (decrease) in net assets from operations .............. $504,745 206,571 616
======= ======= ======
</TABLE>
<TABLE>
<CAPTION>
PBHG INSURANCE
SERIES FUND
----------------------------------------------------------
PBHG
LARGE CAP PBHG
GROWTH GROWTH II
PORTFOLIO PORTFOLIO
----------------------------- ----------------------------
PERIOD FROM PERIOD FROM
MAY 30, MAY 30,
YEAR ENDED 1997 TO YEAR ENDED 1997 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Investment income:
Income -- Dividends ........................................... $ -- -- -- --
Expenses -- Mortality and expense risk charges
(note 3) .................................................... 327 63 239 43
------- -- --- --
Net investment income (expense) ................................ (327) (63) (239) (43)
------- --- ---- ---
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss) ...................................... 3,310 584 (197) 34
Unrealized appreciation (depreciation) on investments ......... 13,650 92 8,666 (142)
------- --- ----- ----
Net realized and unrealized gain (loss) on investments ......... 16,960 676 8,469 (108)
------- --- ----- ----
Increase (decrease) in net assets from operations .............. $16,633 613 8,230 (151)
======= === ===== ====
</TABLE>
A-17
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
JANUS ASPEN SERIES
-----------------------------------------------------------------------------
AGGRESSIVE GROWTH
GROWTH PORTFOLIO PORTFOLIO
----------------------------------------- ---------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
------------ ------------ ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ........................... $ -- -- 9,052 146,566 47,255 21,456
Expenses -- Mortality and expense risk
charges (note 3) ............................ 13,622 10,376 6,061 16,642 11,319 5,068
--------- ------ ----- ------- ------ ------
Net investment income (expense) ................ (13,622) (10,376) 2,991 129,924 35,936 16,388
--------- ------- ----- ------- ------ ------
Net realized and unrealized gain (loss) on
investments:
Net realized gain ............................. 171,826 202,593 49,684 115,203 94,811 21,606
Unrealized appreciation (depreciation) on
investments ................................. 488,613 (21,456) (6,584) 576,941 155,268 67,602
--------- ------- ------ ------- ------- ------
Net realized and unrealized gain on
investments ................................... 660,439 181,137 43,100 692,144 250,079 89,208
--------- ------- ------ ------- ------- ------
Increase in net assets from operations ......... $ 646,817 170,761 46,091 822,068 286,015 105,596
========= ======= ====== ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
JANUS ASPEN SERIES
-----------------------------------
WORLDWIDE
GROWTH PORTFOLIO
-----------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
----------- --------- ---------
<S> <C> <C> <C>
Investment income:
Income -- Dividends ............................................. $153,063 35,818 17,129
Expenses -- Mortality and expense risk charges (note 3) ......... 28,493 16,118 6,046
-------- ------ ------
Net investment income (expense) .................................. 124,570 19,700 11,083
-------- ------ ------
Net realized and unrealized gain (loss) on investments:
Net realized gain ............................................... 233,014 89,852 102,324
Unrealized appreciation (depreciation) on investments ........... 623,292 251,916 66,974
-------- ------- -------
Net realized and unrealized gain on investments .................. 856,306 341,768 169,298
-------- ------- -------
Increase in net assets from operations ........................... $980,876 361,468 180,381
======== ======= =======
</TABLE>
A-18
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
JANUS ASPEN SERIES (CONTINUED)
--------------------------------------------------------------
FLEXIBLE
BALANCED INCOME
PORTFOLIO PORTFOLIO
-------------------------------- ---------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1998 1997 1996 1998 1997 1996
---------- -------- -------- --------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ........................... $ 42,674 12,092 3,497 4,495 3,492 541
Expenses -- Mortality and expense risk
charges (note 3) ............................ 6,290 2,145 931 459 240 34
-------- ------ ----- ----- ----- ---
Net investment income (expense) ................ 36,384 9,947 2,566 4,036 3,252 507
-------- ------ ----- ----- ----- ---
Net realized and unrealized gain on
investments:
Net realized gain ............................. 24,529 8,229 2,098 1,687 305 13
Unrealized appreciation (depreciation) on
investments ................................. 216,533 41,009 14,575 (74) 72 83
-------- ------ ------ ----- ----- ---
Net realized and unrealized gain on
investments ................................... 241,062 49,238 16,673 1,613 377 96
-------- ------ ------ ----- ----- ---
Increase in net assets from operations ......... $277,446 59,185 19,239 5,649 3,629 603
======== ====== ====== ===== ===== ===
</TABLE>
<TABLE>
<CAPTION>
JANUS ASPEN SERIES (CONTINUED)
-----------------------------------------------------------------------
INTERNATIONAL CAPITAL
GROWTH APPRECIATION
PORTFOLIO PORTFOLIO
-------------------------------------- ------------------------------
PERIOD FROM PERIOD FROM
JULY 9, MAY 21,
YEAR ENDED DECEMBER 1996 TO YEAR ENDED 1997 TO
31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996 1998 1997
---------- -------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Investment income:
Income -- Dividends ........................... $12,343 1,716 136 132 27
Expenses -- Mortality and expense risk
charges (note 3) ............................ 3,678 1,442 40 1,351 34
------- ----- --- ----- --
Net investment income (expense) ................ 8,665 274 96 (1,219) (7)
------- ----- --- ------ --
Net realized and unrealized gain on
investments:
Net realized gain ............................. 40,482 5,037 152 28,363 106
Unrealized appreciation (depreciation) on
investments ................................. 16,463 16,037 1,040 45,429 697
------- ------ ----- ------ ---
Net realized and unrealized gain on
investments ................................... 56,945 21,074 1,192 73,792 803
------- ------ ----- ------ ---
Increase in net assets from operations ......... $65,610 21,348 1,288 72,573 796
======= ====== ===== ====== ===
</TABLE>
A-19
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS -- CONTINUED
<TABLE>
<CAPTION>
GOLDMAN SACHS SALOMON BROTHERS
VARIABLE INSURANCE VARIABLE SERIES
TRUST FUND FUND
------------------------------- -----------------
GROWTH AND MID CAP
INCOME EQUITY INVESTORS
FUND FUND FUND
-------------- -------------- -----------------
PERIOD FROM PERIOD FROM PERIOD FROM
OCTOBER 1, AUGUST 28, DECEMBER 8,
1998 TO 1998 TO 1998 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1998 1998
-------------- -------------- -----------------
<S> <C> <C> <C>
Investment income:
Income -- Dividends ........................................... $ 95 408 6
Expenses -- Mortality and expense risk charges
(note 3) .................................................... 19 117 1
---- --- -
Net investment income .......................................... 76 291 5
---- --- -
Net realized and unrealized gain (loss) on investments:
Net realized gain ............................................. 120 3,047 --
Unrealized appreciation (depreciation) on investments ......... 496 2,320 53
---- ----- --
Net realized and unrealized gain (loss) on investments ......... 616 5,367 53
---- ----- --
Increase in net assets from operations ......................... $692 5,658 58
==== ===== ==
</TABLE>
See accompanying notes to financial statements.
A-20
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
-----------------------------------------
S&P 500
INDEX
FUND
-----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ................................ $ 171,251 71,494 741,582
Net realized gain (loss) ....................................... 200,588 18,179 65,600
Unrealized appreciation (depreciation) on investments .......... 637,587 504,771 (498,697)
---------- ------- --------
Increase in net assets from operations ...................... 1,009,426 594,444 308,485
---------- ------- --------
From capital transactions:
Net premiums ................................................... 1,553,985 496,133 308,147
Loan interest .................................................. (667) (2,663) (455)
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................ -- (146,232) (1,955)
Surrenders .................................................... 2,166 (28,437) (15,204)
Loans ......................................................... (28,223) (12,720) (16,280)
Cost of insurance and administrative expense (note 3) ......... (453,919) (235,713) (158,228)
Transfer gain (loss) and transfer fees ........................ (111,502) (793) 109
Interfund transfers ............................................ (71,575) 954,081 289,390
---------- -------- --------
Increase (decrease) in net assets from capital
transactions ............................................... 890,265 1,023,656 405,524
---------- --------- --------
Increase (decrease) in net assets ............................... 1,899,691 1,618,100 714,009
Net assets at beginning of year ................................. 3,407,989 1,789,889 1,075,880
---------- --------- ---------
Net assets at end of year ....................................... $5,307,680 3,407,989 1,789,889
========== ========= =========
<CAPTION>
GE INVESTMENTS FUNDS, INC.
----------------------------
GOVERNMENT
SECURITIES
FUND
----------------------------
PERIOD ENDED YEAR ENDED
DECEMBER 11, DECEMBER 31,
1997 1996
-------------- -------------
<S> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ................................ $(2,085) 28,995
Net realized gain (loss) ....................................... 1,254 289
Unrealized appreciation (depreciation) on investments .......... 18,064 (28,379)
------ -------
Increase in net assets from operations ...................... 17,233 905
------ -------
From capital transactions:
Net premiums ................................................... 36,517 37,229
Loan interest .................................................. 290 878
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................ -- --
Surrenders .................................................... (15,385) (3,155)
Loans ......................................................... (4,137) (2,302)
Cost of insurance and administrative expense (note 3) ......... (23,090) (23,586)
Transfer gain (loss) and transfer fees ........................ (675) (75)
Interfund transfers ............................................ (322,397) (18,963)
-------- -------
Increase (decrease) in net assets from capital
transactions ............................................... (328,877) (9,974)
-------- -------
Increase (decrease) in net assets ............................... (311,644) (9,069)
Net assets at beginning of year ................................. 311,644 320,713
-------- -------
Net assets at end of year ....................................... $ -- 311,644
======== =======
</TABLE>
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
-----------------------------------------------
MONEY MARKET
FUND
-----------------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
--------------- --------------- ---------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ...................... $ 140,953 93,988 81,681
Net realized gain (loss) ............................. 517 298,840 (325,593)
Unrealized appreciation (depreciation) on
investments ......................................... (517) (300,439) 345,223
------------- -------- --------
Increase in net assets from operations ............ 140,953 92,389 101,311
------------- -------- --------
From capital transactions:
Net premiums ......................................... 5,316,844 3,634,434 5,619,954
Loan interest ........................................ 2,567 (3,118) (1,840)
Transfers (to) from the general account of Life of
Virginia:
Death benefits ...................................... (1,231) (15,944) (1,302)
Surrenders .......................................... (127,487) (10,646) (7,042)
Loans ............................................... (92,788) (5,231) (59,410)
Cost of insurance and administrative expense
(note 3) .......................................... (379,891) (284,457) (257,113)
Transfer gain (loss) and transfer fees .............. (24,254) (233,325) (28,760)
Interfund transfers .................................. (3,025,038) (3,317,791) (4,363,145)
------------- ---------- ----------
Increase (decrease) in net assets from capital
transactions ..................................... 1,668,722 (236,078) 901,342
------------- ---------- ----------
Increase (decrease) in net assets ..................... 1,809,675 (143,689) 1,002,653
Net assets at beginning of year ....................... 2,261,916 2,405,605 1,402,952
------------- ---------- ----------
Net assets at end of year ............................. $ 4,071,591 2,261,916 2,405,605
============= ========== ==========
<CAPTION>
GE INVESTMENTS FUNDS, INC.
---------------------------------------
TOTAL RETURN
FUND
---------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------ ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ...................... $181,452 432,580 825,901
Net realized gain (loss) ............................. (62,109) (54,073) 68,427
Unrealized appreciation (depreciation) on
investments ......................................... 423,954 123,159 (708,053)
------- ------- --------
Increase in net assets from operations ............ 543,297 501,666 186,275
------- ------- --------
From capital transactions:
Net premiums ......................................... 252,081 169,809 143,160
Loan interest ........................................ (327) (299) (178)
Transfers (to) from the general account of Life of
Virginia:
Death benefits ...................................... (21,333) (7,452) (25,232)
Surrenders .......................................... (16,053) (14,564) (14,027)
Loans ............................................... (8,458) (3,824) (6,948)
Cost of insurance and administrative expense
(note 3) .......................................... (385,697) (357,384) (339,757)
Transfer gain (loss) and transfer fees .............. 26,522 39,224 125,446
Interfund transfers .................................. 84,003 (2,809) 124,895
-------- -------- --------
Increase (decrease) in net assets from capital
transactions ..................................... (69,262) (177,299) 7,359
-------- -------- --------
Increase (decrease) in net assets ..................... 474,035 324,367 193,634
Net assets at beginning of year ....................... 3,603,668 3,279,301 3,085,667
--------- --------- ---------
Net assets at end of year ............................. $4,077,703 3,603,668 3,279,301
========= ========= =========
</TABLE>
A-21
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
(CONTINUED)
-----------------------------------
INTERNATIONAL
EQUITY FUND
-----------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------ ----------- ----------
<S> <C> <C> <C>
Increase in net assets
From operations:
Net investment income .......................................... $ 5,294 8,167 1,732
Net realized gain (loss) ....................................... 93 654 510
Unrealized appreciation (depreciation) on investments .......... 8,003 (5,290) (839)
--------- ------ -----
Increase in net assets from operations ...................... 13,390 3,531 1,403
From capital transactions:
Net premiums ................................................... 27,099 23,197 18,822
Loan interest .................................................. 1 4 7
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................ -- -- --
Surrenders .................................................... (497) (904) (1,403)
Loans ......................................................... (733) (289) (229)
Cost of insurance and administrative expense (note 3) ......... (10,088) (5,480) (3,119)
Transfer gain (loss) and transfer fees ........................ 303 (1,837) 86
Interfund transfers ............................................ 10,770 22,059 10,273
--------- ------ ------
Increase in net assets from capital transactions ............ 26,855 36,750 24,437
--------- ------ ------
Increase in net assets .......................................... 40,245 40,281 25,840
Net assets at beginning of period ............................... 75,504 35,223 9,383
--------- ------ ------
Net assets at end of period ..................................... $ 115,749 75,504 35,223
========= ====== ======
<CAPTION>
GE INVESTMENTS FUNDS, INC. (CONTINUED)
--------------------------------------
REAL ESTATE
SECURITIES FUND
-------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
-------------- ----------- ----------
<S> <C> <C> <C>
Increase in net assets
From operations:
Net investment income .......................................... $ 24,049 19,866 1,621
Net realized gain (loss) ....................................... (13,410) 2,800 381
Unrealized appreciation (depreciation) on investments .......... (64,135) (2,725) 2,468
------- ------ -----
Increase in net assets from operations ...................... (53,496) 19,941 4,470
From capital transactions:
Net premiums ................................................... 210,779 79,557 15,327
Loan interest .................................................. (6) 2 --
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................ -- -- --
Surrenders .................................................... (3,842) (692) (347)
Loans ......................................................... (660) (874) --
Cost of insurance and administrative expense (note 3) ......... (49,575) (17,806) (1,892)
Transfer gain (loss) and transfer fees ........................ (872) 300 190
Interfund transfers ............................................ 41,309 89,769 12,060
--------- ------- ------
Increase in net assets from capital transactions ............ 197,133 150,256 25,338
--------- ------- ------
Increase in net assets .......................................... 143,637 170,197 29,808
Net assets at beginning of period ............................... 200,409 30,212 404
--------- ------- ------
Net assets at end of period ..................................... $344,046 200,409 30,212
========= ======= ======
</TABLE>
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC. (CONTINUED)
-----------------------------------------------------------
GLOBAL VALUE
INCOME EQUITY
FUND FUND
----------------------------- -----------------------------
PERIOD FROM PERIOD FROM
JUNE 18, JUNE 17,
YEAR ENDED 1997 TO YEAR ENDED 1997 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Increase in net assets
From operations:
Net investment income ............... $ 1,746 431 5,553 98
Net realized gain (loss) ............ 3,656 35 (305) (9)
Unrealized appreciation
(depreciation) on investments....... 1,314 (329) 11,219 1
-------- ----- ------ ----
Increase in net assets from
operations ...................... 6,716 137 16,467 90
From capital transactions:
Net premiums ........................ 15,696 1,293 108,124 5,797
Loan interest ....................... -- -- 34 2
Transfers (to) from the general
account of Life of Virginia:
Death benefits ..................... -- -- -- --
Surrenders ......................... -- -- (2,851) --
Loans .............................. -- (243) (1,112) --
Cost of insurance and
administrative expense
(note 3) ......................... (4,405) (373) (13,611) (1,002)
Transfer gain (loss) and
transfer fees .................... 128 (9) (3,719) 35
Interfund transfers ................. 8,773 8,418 95,455 8,637
-------- ------ ------- --------
Increase in net assets from
capital transactions ............ 20,192 9,086 182,320 13,469
-------- ------ ------- --------
Increase in net assets ............... 26,908 9,223 198,787 13,559
Net assets at beginning of period .... 9,223 -- 13,559 --
-------- ------ ------- --------
Net assets at end of period .......... $ 36,131 9,223 212,346 13,559
======== ====== ======= ========
<CAPTION>
GE INVESTMENTS FUNDS, INC. (CONTINUED)
-------------------------------------------
U.S.
INCOME EQUITY
FUND FUND
----------------------------- -------------
PERIOD FROM PERIOD FROM
DECEMBER 12, JUNE 10,
YEAR ENDED 1997 TO 1998 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998
-------------- -------------- -------------
<S> <C> <C> <C>
Increase in net assets
From operations:
Net investment income ............... $ 21,539 876 822
Net realized gain (loss) ............ 3,321 (838) 144
Unrealized appreciation
(depreciation) on investments....... 4,423 523 3,300
------ ---- -----
Increase in net assets from
operations ...................... 29,283 561 4,266
From capital transactions:
Net premiums ........................ 59,967 735 30,322
Loan interest ....................... (75) 12 --
Transfers (to) from the general
account of Life of Virginia:
Death benefits ..................... -- -- --
Surrenders ......................... (29,103) -- (80)
Loans .............................. (665) -- --
Cost of insurance and
administrative expense
(note 3) ......................... (32,512) (1,655) (2,198)
Transfer gain (loss) and
transfer fees .................... (444) (30) 172
Interfund transfers ................. 29,042 378,428 18,463
------- ------- ------
Increase in net assets from
capital transactions ............ 26,210 377,490 46,679
------- ------- ------
Increase in net assets ............... 55,493 378,051 50,945
Net assets at beginning of period .... 378,051 -- --
------- ------- ------
Net assets at end of period .......... $ 433,544 378,051 50,945
======= ======= ======
</TABLE>
A-22
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT
FUNDS
----------------------------
MONEY
FUND
----------------------------
PERIOD ENDED YEAR ENDED
DECEMBER 11, DECEMBER 31,
1997 1996
-------------- -------------
<S> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income .............................................. $ 23 193
Net realized gain .................................................. -- --
Unrealized appreciation (depreciation) on investments .............. -- --
------- ----
Increase in net assets from operations .......................... 23 193
From capital transactions:
Net premiums ....................................................... 111 --
Loan interest ...................................................... -- --
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................... -- --
Surrenders ........................................................ -- --
Loans ............................................................. -- --
Cost of insurance and administrative expense (note 3) ............. (205) (997)
Transfer gain (loss) and transfer fees ............................ 15 (8)
Transfers (to) from the Guarantee Account .......................... -- --
Interfund transfers ................................................ (651) (10,491)
------- ---------
Increase (decrease) in net assets from capital transactions ..... (730) (11,496)
------- ---------
Increase (decrease) in net assets ................................... (707) (11,303)
Net assets at beginning of year ..................................... 707 12,010
------- ---------
Net assets at end of year ........................................... $ -- 707
======= =========
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
---------------------------------------
BOND
FUND
---------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------ ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income .............................................. $ 7,504 15,714 14,915
Net realized gain .................................................. 2,899 276 128
Unrealized appreciation (depreciation) on investments .............. 11,167 5,965 (3,916)
------ ------ -------
Increase in net assets from operations .......................... 21,570 21,955 11,127
From capital transactions:
Net premiums ....................................................... 164,138 56,837 41,062
Loan interest ...................................................... (39) (13) (2)
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................... -- -- --
Surrenders ........................................................ (17,769) (17,569) (3,478)
Loans ............................................................. (1,348) (2,018) --
Cost of insurance and administrative expense (note 3) ............. (40,698) (23,294) (21,145)
Transfer gain (loss) and transfer fees ............................ 188 (1,279) 6
Transfers (to) from the Guarantee Account .......................... -- -- --
Interfund transfers ................................................ 51,994 (12,046) 50,864
------- ------- ---------
Increase (decrease) in net assets from capital transactions ..... 156,466 618 67,307
------- ------- ---------
Increase (decrease) in net assets ................................... 178,036 22,573 78,434
Net assets at beginning of year ..................................... 292,413 269,840 191,406
------- ------- ---------
Net assets at end of year ........................................... $470,449 292,413 269,840
======= ======= =========
</TABLE>
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
----------------------------------------
CAPITAL
APPRECIATION
FUND
----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income .................................... $ 67,813 100,061 85,790
Net realized gain ........................................ 93,644 264,595 128,677
Unrealized appreciation (depreciation) on investments..... 277,402 (89,502) 103,509
---------- ------- -------
Increase in net assets from operations ................ 438,859 275,154 317,976
From capital transactions:
Net premiums ............................................. 826,696 794,773 615,934
Loan interest ............................................ 171 305 (174)
Transfers (to) from the general account of Life of
Virginia:
Death benefits .......................................... -- (313) --
Surrenders .............................................. (139,804) (41,954) (128,744)
Loans ................................................... (62,192) (38,517) (8,425)
Cost of insurance and administrative expense
(note 3) .............................................. (336,566) (307,499) (242,592)
Transfer gain (loss) and transfer fees .................. 2,879 13,531 6,908
Transfers (to) from the Guarantee Account ................ (257) -- --
Interfund transfers ...................................... (1,915) 61,532 270,794
---------- -------- --------
Increase (decrease) in net assets from capital
transactions ......................................... 289,012 481,858 513,701
---------- -------- --------
Increase (decrease) in net assets ......................... 727,871 757,012 831,677
Net assets at beginning of year ........................... 3,099,076 2,342,064 1,510,387
---------- --------- ---------
Net assets at end of year ................................. $3,826,947 3,099,076 2,342,064
========== ========= =========
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
-----------------------------------------
GROWTH
FUND
-----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income .................................... $ 211,605 80,930 64,832
Net realized gain ........................................ 89,327 112,639 59,611
Unrealized appreciation (depreciation) on investments..... 270,706 226,521 113,315
------- ------- -------
Increase in net assets from operations ................ 571,638 420,090 237,758
From capital transactions:
Net premiums ............................................. 687,713 460,957 310,615
Loan interest ............................................ (398) (541) (155)
Transfers (to) from the general account of Life of
Virginia:
Death benefits .......................................... -- -- (3,934)
Surrenders .............................................. (137,732) (69,141) (18,216)
Loans ................................................... (10,897) (12,664) (21,680)
Cost of insurance and administrative expense
(note 3) .............................................. (260,178) (176,831) (107,526)
Transfer gain (loss) and transfer fees .................. (93) (4,635) (1,119)
Transfers (to) from the Guarantee Account ................ -- -- --
Interfund transfers ...................................... 100,907 180,805 266,465
-------- -------- --------
Increase (decrease) in net assets from capital
transactions ......................................... 379,322 377,950 424,450
-------- -------- --------
Increase (decrease) in net assets ......................... 950,960 798,040 662,208
Net assets at beginning of year ........................... 2,277,913 1,479,873 817,665
--------- --------- --------
Net assets at end of year ................................. $3,228,873 2,277,913 1,479,873
========= ========= =========
</TABLE>
A-23
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
(CONTINUED)
-----------------------------------------
HIGH
INCOME
FUND
-----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
-------------- ------------- ------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income ......................................... $ 70,242 96,855 72,735
Net realized gain (loss) ...................................... 3,380 11,476 8,045
Unrealized appreciation (depreciation) on investments ......... (81,675) 28,520 28,139
---------- ------ ------
Increase (decrease) in net assets from operations .......... (8,053) 136,851 108,919
---------- ------- -------
From capital transactions:
Net premiums .................................................. 464,843 359,877 311,435
Loan interest ................................................. (313) (10) 16
Transfers (to) from the general account of Life of Virginia:
Death benefits ............................................... (3,028) -- (18,532)
Surrenders ................................................... (91,485) (19,540) (7,723)
Loans ........................................................ (16,569) (25,149) (133,614)
Cost of insurance and administrative expense (note 3) ........ (190,705) (162,386) 559
Transfer gain (loss) and transfer fees ....................... 2,861 944 111,802
Interfund transfers ........................................... 46,306 367,417 --
---------- -------- --------
Increase (decrease) in net assets from capital
transactions .............................................. 211,910 521,153 263,943
---------- -------- --------
Increase in net assets ......................................... 203,857 658,004 372,862
Net assets at beginning of year ................................ 1,650,751 992,747 619,885
---------- -------- --------
Net assets at end of year ...................................... $1,854,608 1,650,751 992,747
========== ========= ========
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
(CONTINUED)
-------------------------------------
MULTIPLE
STRATEGIES
FUND
-------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
----------- ----------- -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income ......................................... $ 39,392 40,854 30,201
Net realized gain (loss) ...................................... 10,586 26,553 22,006
Unrealized appreciation (depreciation) on investments ......... (5,312) 27,703 14,047
------ ------ ------
Increase (decrease) in net assets from operations .......... 44,666 95,110 66,254
------ ------ ------
From capital transactions:
Net premiums .................................................. 235,155 132,071 122,291
Loan interest ................................................. (157) (129) (18)
Transfers (to) from the general account of Life of Virginia:
Death benefits ............................................... -- -- (17,498)
Surrenders ................................................... (8,552) (51,445) (183,972)
Loans ........................................................ (9,879) (4,961) (729)
Cost of insurance and administrative expense (note 3) ........ (68,755) (65,223) (50,034)
Transfer gain (loss) and transfer fees ....................... (109) (84) 6,336
Interfund transfers ........................................... (12,778) (13,534) 87,158
------- ------- --------
Increase (decrease) in net assets from capital
transactions .............................................. 134,925 (3,305) (36,466)
------- ------- --------
Increase in net assets ......................................... 179,591 91,805 29,788
Net assets at beginning of year ................................ 666,466 574,661 544,873
------- ------- --------
Net assets at end of year ...................................... $846,057 666,466 574,661
======= ======= ========
</TABLE>
A-24
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
----------------------------------------------------------
MONEY MARKET PORTFOLIO HIGH INCOME PORTFOLIO
----------------------------- ----------------------------
PERIOD ENDED YEAR ENDED PERIOD ENDED YEAR ENDED
DECEMBER 11, DECEMBER 31, DECEMBER 11, DECEMBER 31,
1997 1996 1997 1996
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income .......................................... $ 29,949 15,364 15,351 22,656
Net realized gain .............................................. -- -- 41,295 7,114
Unrealized appreciation (depreciation) on investments .......... -- -- (23,320) 1,632
---------- ------ ------- ------
Increase in net assets from operations .......................... 29,949 15,364 33,326 31,402
---------- ------ ------- ------
From capital transactions:
Net premiums ................................................... -- 1,850 208 --
Loan interest .................................................. (34) (14) (41) (22)
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................ -- -- -- --
Surrenders .................................................... (2) (19,871) (2,471) (36,177)
Loans ......................................................... (1,093) (1,250) (1,664) (2,449)
Cost of insurance and administrative expense (note 3) ......... (18,137) (30,816) (16,918) (30,421)
Transfer gain (loss) and transfer fees ........................ (15,912) (5,041) 1,294 (553)
Interfund transfers ............................................ (310,424) (89,691) (226,946) (34,288)
----------- ------- -------- -------
Increase (decrease) in net assets from capital transactions ..... (345,602) (144,833) (246,538) (103,910)
----------- -------- -------- --------
Increase (decrease) in net assets ............................... (315,653) (129,469) (213,212) (72,508)
Net assets at beginning of year ................................. 315,653 445,122 213,212 285,720
----------- -------- -------- --------
Net assets at end of year ....................................... $ -- 315,653 -- 213,212
=========== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
----------------------------------------
EQUITY-INCOME PORTFOLIO
----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income ........................................ $ 311,136 309,419 68,759
Net realized gain ............................................ 235,107 125,398 98,124
Unrealized appreciation (depreciation) on investments ........ 97,581 539,549 149,934
---------- ------- -------
Increase in net assets from operations ........................ 643,824 974,366 316,817
---------- ------- -------
From capital transactions:
Net premiums ................................................. 1,528,326 1,111,418 923,240
Loan interest ................................................ (659) 623 (54)
Transfers (to) from the general account of Life of
Virginia:
Death benefits .............................................. (4,313) (276) (22,109)
Surrenders .................................................. (292,782) (74,706) (120,408)
Loans ....................................................... (48,745) (43,806) (12,984)
Cost of insurance and administrative expense
(note 3) .................................................. (625,045) (475,456) (336,646)
Transfer gain (loss) and transfer fees ...................... 3,459 21,702 18,395
Interfund transfers .......................................... 111,431 662,909 643,935
---------- --------- --------
Increase (decrease) in net assets from capital transactions.... 671,672 1,202,408 1,093,369
---------- --------- ---------
Increase (decrease) in net assets ............................. 1,315,496 2,176,774 1,410,186
Net assets at beginning of year ............................... 5,397,592 3,220,818 1,810,632
---------- --------- ---------
Net assets at end of year ..................................... $6,713,088 5,397,592 3,220,818
========== ========= =========
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
---------------------------------------
GROWTH PORTFOLIO
---------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------ ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income ........................................ $ 661,458 105,204 188,077
Net realized gain ............................................ 728,950 193,439 342,839
Unrealized appreciation (depreciation) on investments ........ 630,736 566,792 (104,224)
------- ------- --------
Increase in net assets from operations ........................ 2,021,144 865,435 426,692
--------- ------- --------
From capital transactions:
Net premiums ................................................. 1,067,020 1,063,353 928,744
Loan interest ................................................ (3,767) (786) (476)
Transfers (to) from the general account of Life of
Virginia:
Death benefits .............................................. (2,159) (12,511) (24,929)
Surrenders .................................................. (303,094) (119,903) (179,684)
Loans ....................................................... (67,251) (102,452) (72,457)
Cost of insurance and administrative expense
(note 3) .................................................. (550,302) (468,850) (419,528)
Transfer gain (loss) and transfer fees ...................... (32,108) (321) 34,069
Interfund transfers .......................................... 735,023 127,136 (78,376)
--------- --------- --------
Increase (decrease) in net assets from capital transactions.... 843,362 485,666 187,363
--------- --------- --------
Increase (decrease) in net assets ............................. 2,864,506 1,351,101 614,055
Net assets at beginning of year ............................... 4,961,747 3,610,646 2,996,591
--------- --------- ---------
Net assets at end of year ..................................... $7,826,253 4,961,747 3,610,646
========= ========= =========
</TABLE>
A-25
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
VARIABLE INSURANCE
PRODUCTS FUND (CONTINUED)
----------------------------------------
OVERSEAS PORTFOLIO
----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ........................... $ 124,222 143,155 25,110
Net realized gain ......................................... 98,578 95,087 39,291
Unrealized appreciation (depreciation) on investments ..... (8,287) (45,710) 126,664
---------- ------- -------
Increase in net assets from operations ................. 214,513 192,532 191,065
---------- ------- -------
From capital transactions:
Net premiums .............................................. 357,948 366,213 455,202
Loan interest ............................................. (1,149) (656) (10)
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................... -- (264) (3,636)
Surrenders ............................................... (94,164) (78,977) (76,054)
Loans .................................................... (10,363) (29,580) (29,577)
Cost of insurance and administrative expense
(note 3) ............................................... (172,299) (181,619) (199,651)
Transfer gain (loss) and transfer fees ................... 3,188 2,923 5,668
Transfers (to) from the Guarantee Account ................. -- -- --
Interfund transfers ....................................... 7,063 (292,022) (2,943)
---------- -------- --------
Increase (decrease) in net assets from capital
transactions .......................................... 90,224 (213,982) 148,999
---------- -------- --------
Increase (decrease) in net assets .......................... 304,737 (21,450) 340,064
Net assets at beginning of period .......................... 1,739,180 1,760,630 1,420,566
---------- --------- ---------
Net assets at end of period ................................ $2,043,917 1,739,180 1,760,630
========== ========= =========
<CAPTION>
VARIABLE INSURANCE
PRODUCTS FUND II
----------------------------------------
ASSET MANAGER PORTFOLIO
----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ........................... $496,918 390,988 163,748
Net realized gain ......................................... 58,132 68,861 105,006
Unrealized appreciation (depreciation) on investments ..... 32,734 222,652 98,064
------- ------- -------
Increase in net assets from operations ................. 587,784 682,501 366,818
------- ------- -------
From capital transactions:
Net premiums .............................................. 513,149 644,004 695,446
Loan interest ............................................. (263) (381) (44)
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................... (4,354) -- (22,120)
Surrenders ............................................... (197,464) (122,367) (107,389)
Loans .................................................... (31,787) (29,206) 70
Cost of insurance and administrative expense
(note 3) ............................................... (311,542) (329,030) (341,676)
Transfer gain (loss) and transfer fees ................... 689 12,971 (36)
Transfers (to) from the Guarantee Account ................. -- -- --
Interfund transfers ....................................... (89,254) 430,161 (462,667)
-------- -------- --------
Increase (decrease) in net assets from capital
transactions .......................................... (120,826) 606,152 (238,416)
-------- -------- --------
Increase (decrease) in net assets .......................... 466,958 1,288,653 128,402
Net assets at beginning of period .......................... 4,169,405 2,880,752 2,752,350
--------- --------- ---------
Net assets at end of period ................................ $4,636,363 4,169,405 2,880,752
========= ========= =========
</TABLE>
A-26
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND II
-----------------------------------------
CONTRAFUND PORTFOLIO
-----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense)....... $ 104,490 22,586 (1,644)
Net realized gain .................... 228,313 198,947 14,028
Unrealized appreciation
(depreciation) on investments ....... 398,426 135,687 119,895
---------- ------- -------
Increase in net assets from
operations ........................ 731,229 357,220 132,279
---------- ------- -------
From capital transactions:
Net premiums ......................... 947,585 617,546 331,802
Loan interest ........................ (583) (140) 107
Transfers (to) from the general
account of Life of Virginia:
Death benefits ...................... (3,241) (5,439) --
Surrenders .......................... (118,374) (90,538) (8,625)
Loans ............................... (45,386) (13,250) (4,921)
Cost of insurance and adminis-
trative expense (note 3) ........... (322,452) (207,378) (91,674)
Transfer gain (loss) and
transfer fees ...................... 26,399 17,537 1,153
Transfers (to) from the Guarantee
Account ............................. (102) -- --
Interfund transfers .................. 403,462 292,298 398,084
---------- -------- -------
Increase (decrease) in net
assets from capital
transactions ....................... 887,308 610,636 625,926
---------- -------- -------
Increase (decrease) in net assets ..... 1,618,537 967,856 758,205
Net assets at beginning of period ..... 2,013,323 1,045,467 287,262
---------- --------- -------
Net assets at end of period ........... $3,631,860 2,013,323 1,045,467
========== ========= =========
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND III
----------------------------------------------------------
GROWTH OPPORTUNITIES
GROWTH & INCOME PORTFOLIO PORTFOLIO
----------------------------- ----------------------------
PERIOD FROM PERIOD FROM
MAY 30, MAY 30,
YEAR ENDED 1997 TO YEAR ENDED 1997 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense)....... $(1,066) (45) 2,450 (148)
Net realized gain .................... 2,566 1,642 3,612 472
Unrealized appreciation
(depreciation) on investments ....... 59,468 (1,102) 35,308 3,433
------ ------ ------ -----
Increase in net assets from
operations ........................ 60,968 495 41,370 3,757
------ ------ ------ -----
From capital transactions:
Net premiums ......................... 202,919 5,448 71,954 6,899
Loan interest ........................ -- -- (31) --
Transfers (to) from the general
account of Life of Virginia:
Death benefits ...................... -- -- -- --
Surrenders .......................... (2,976) -- (448) --
Loans ............................... 2,468 -- (6,446) --
Cost of insurance and adminis-
trative expense (note 3) ........... (31,238) (1,504) (24,940) (1,447)
Transfer gain (loss) and
transfer fees ...................... 4,369 1,159 976 860
Transfers (to) from the Guarantee
Account ............................. -- -- -- --
Interfund transfers .................. 125,535 41,761 132,314 61,508
------- ------ ------- ------
Increase (decrease) in net
assets from capital
transactions ....................... 301,077 46,864 173,379 67,820
------- ------ ------- ------
Increase (decrease) in net assets ..... 362,045 47,359 214,749 71,577
Net assets at beginning of period ..... 47,359 -- 71,577 --
------- ------ ------- ------
Net assets at end of period ........... $ 409,404 47,359 286,326 71,577
======= ====== ======= ======
</TABLE>
A-27
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
----------------------------------------------------------------------------------------
BALANCED PORTFOLIO BOND PORTFOLIO GROWTH PORTFOLIO
----------------------------- ----------------------------- ----------------------------
PERIOD ENDED YEAR ENDED PERIOD ENDED YEAR ENDED PERIOD ENDED YEAR ENDED
DECEMBER 11, DECEMBER 31, DECEMBER 11, DECEMBER 31, DECEMBER 11, DECEMBER 31,
1997 1996 1997 1996 1997 1996
-------------- -------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income .................. $ 14,587 39,731 4,202 6,487 10,476 12,575
Net realized gain (loss) ............... 36,568 4,564 (162) 38 37,624 4,264
Unrealized appreciation
(depreciation) on investments ......... (14,898) (28,989) (48) (3,678) (18,849) (6,024)
----------- ------- ----- ------ ------- ------
Increase in net assets from
operations ......................... 36,257 15,306 3,992 2,847 29,251 10,815
----------- ------- ----- ------ ------- ------
From capital transactions:
Net premiums ........................... 321 -- -- -- 578 30
Loan interest .......................... (32) (7) -- -- (111) (118)
Transfers (to) from the general
account of Life of Virginia:
Death benefits ........................ -- (16,809) -- -- -- --
Surrenders ............................ (12,775) (3,543) (61) -- (3,450) --
Loans ................................. (1,513) -- -- -- (1,168) (4,361)
Cost of insurance and adminis-
trative expense (note 3) ............ (11,724) (16,515) (1,655) (3,975) (6,896) (8,829)
Transfer gain (loss) and transfer
fees ................................ (153) (143) (1,438) (55) 2,241 273
Interfund transfers .................... (254,395) (26,358) (80,382) (11,128) (154,994) (24,783)
----------- --------- ------- ------- -------- -------
Decrease in net assets from capital
transactions ........................ (280,271) (63,375) (83,536) (15,158) (163,800) (37,788)
----------- --------- ------- ------- -------- -------
Decrease in net assets .................. (244,014) (48,069) (79,544) (12,311) (134,549) (26,973)
Net assets at beginning of year ......... 244,014 292,083 79,544 91,855 134,549 161,522
----------- --------- ------- ------- -------- -------
Net assets at end of year ............... $ -- 244,014 -- 79,544 -- 134,549
=========== ========= ======= ======= ======== =======
</TABLE>
A-28
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
FEDERATED INVESTORS INSURANCE SERIES
-------------------------------------
AMERICAN LEADERS FUND II
-------------------------------------
PERIOD FROM
AUGUST 14,
1996 TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
1998 1997 1996
----------- ----------- -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income .......................................... $ 7,659 35 7
Net realized gain (loss) ....................................... (245) 598 4
Unrealized appreciation (depreciation) on investments .......... 22,437 3,025 29
--------- ----- ---
Increase in net assets from operations ...................... 29,851 3,658 40
--------- ----- ---
From capital transactions:
Net premiums ................................................... 161,541 26,104 941
Loan interest .................................................. 25 -- --
Transfers (to) from the general account of Life of Virginia:
Surrenders .................................................... (6,132) -- --
Loans ......................................................... (1,072) -- --
Cost of insurance (note 3) .................................... (31,404) (3,533) (101)
Transfer gain (loss) and transfer fees ........................ (1,069) 46 (1)
Interfund transfers ............................................ 120,045 17,684 1,391
--------- ------ ------
Increased in net assets from capital transactions ........... 241,934 40,301 2,230
--------- ------ ------
Increase in net assets .......................................... 271,785 43,959 2,270
Net assets at beginning of period ............................... 46,229 2,270 --
--------- ------ ------
Net assets at end of period ..................................... $ 318,014 46,229 2,270
========= ====== ======
<CAPTION>
FEDERATED INVESTORS INSURANCE SERIES
------------------------------------
HIGH INCOME BOND FUND II
-----------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income .......................................... $ 3,028 2,963 1,465
Net realized gain (loss) ....................................... 1,890 836 51
Unrealized appreciation (depreciation) on investments .......... (3,246) 5,274 1,038
------ ----- -----
Increase in net assets from operations ...................... 1,672 9,073 2,554
------ ----- -----
From capital transactions:
Net premiums ................................................... 76,550 41,464 18,547
Loan interest .................................................. 60 -- --
Transfers (to) from the general account of Life of Virginia:
Surrenders .................................................... (3,973) -- --
Loans ......................................................... (3,721) (3,068) --
Cost of insurance (note 3) .................................... (21,339) (9,342) (3,746)
Transfer gain (loss) and transfer fees ........................ (94) 332 362
Interfund transfers ............................................ 16,748 20,749 9,630
------- ------ ------
Increased in net assets from capital transactions ........... 64,231 50,135 24,793
------- ------ ------
Increase in net assets .......................................... 65,903 59,208 27,347
Net assets at beginning of period ............................... 94,806 35,598 8,251
------- ------ ------
Net assets at end of period ..................................... $160,709 94,806 35,598
======= ====== ======
</TABLE>
<TABLE>
<CAPTION>
FEDERATED INVESTORS INSURANCE SERIES
----------------------------------------
UTILITY FUND II
----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------ ------------ ----------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income ......................................... $ 10,400 4,069 1,919
Net realized gain (loss) ...................................... 5,077 1,782 2,332
Unrealized appreciation (depreciation) on investments ......... 11,499 25,287 700
--------- ------ -----
Increase in net assets from operations ..................... 26,976 31,138 4,951
--------- ------ -----
From capital transactions:
Net premiums .................................................. 81,174 43,641 27,264
Loan interest ................................................. 7 -- --
Transfers (to) from the general account of Life of Virginia:
Surrenders ................................................... (2,124) -- (60)
Loans ........................................................ (315) -- --
Cost of insurance (note 3) ................................... (19,854) (10,455) (6,249)
Transfer gain (loss) and transfer fees ....................... (312) (196) (372)
Interfund transfers ........................................... (910) 11,808 236
--------- ------- ------
Increase in net assets from capital transactions ........... 57,666 44,798 20,819
--------- ------- ------
Increase in net assets ......................................... 84,642 75,936 25,770
Net assets at beginning of period .............................. 163,276 87,340 61,570
--------- ------- ------
Net assets at end of period .................................... $ 247,918 163,276 87,340
========= ======= ======
</TABLE>
A-29
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
ALGER AMERICAN FUND
--------------------------------------
SMALL CAP PORTFOLIO
--------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------ -----------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ........................... $ 113,203 17,639 (1,157)
Net realized gain (loss) .................................. (65,245) 109,665 4,156
Unrealized appreciation (depreciation) on investments ..... 102,269 (21,855) (4,745)
---------- ------- ------
Increase (decrease) in net assets from operations ...... 150,227 105,449 (1,746)
---------- ------- ------
From capital transactions:
Net premiums .............................................. 367,472 293,677 151,593
Loan interest ............................................. 94 1,571 (3,345)
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................... (743) -- --
Surrenders ............................................... (24,987) (3,177) (1,160)
Loans .................................................... (29,830) (3,833) (13,496)
Cost of insurance (note 3) ............................... (108,923) (88,074) (37,209)
Transfer gain (loss) and transfer fees ................... 8,000 22,932 9,170
Interfund transfers ....................................... (11,610) 69,375 281,412
---------- ------- -------
Increase in net assets from capital transactions ....... 199,473 292,471 386,965
---------- ------- -------
Increase (decrease) in net assets .......................... 349,700 397,920 385,219
Net assets at beginning of period .......................... 819,695 421,775 36,556
---------- ------- -------
Net assets at end of period ................................ $1,169,395 819,695 421,775
========== ======= =======
<CAPTION>
ALGER AMERICAN FUND
----------------------------------------
GROWTH PORTFOLIO
----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ........................... $151,139 2,666 1,465
Net realized gain (loss) .................................. 60,482 103,893 1,107
Unrealized appreciation (depreciation) on investments ..... 293,124 100,012 (1,956)
------- ------- ------
Increase (decrease) in net assets from operations ...... 504,745 206,571 616
------- ------- ------
From capital transactions:
Net premiums .............................................. 322,362 338,476 180,079
Loan interest ............................................. 79 578 31
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................... (828) -- --
Surrenders ............................................... (132,389) (17,220) (1,243)
Loans .................................................... 10,255 (5,609) (956)
Cost of insurance (note 3) ............................... (130,212) (109,328) (34,162)
Transfer gain (loss) and transfer fees ................... 6,290 (92,300) 6,248
Interfund transfers ....................................... 381,092 (862,640) 1,232,717
-------- -------- ---------
Increase in net assets from capital transactions ....... 456,649 (748,043) 1,382,714
-------- -------- ---------
Increase (decrease) in net assets .......................... 961,394 (541,472) 1,383,330
Net assets at beginning of period .......................... 865,112 1,406,584 23,254
-------- --------- ---------
Net assets at end of period ................................ $1,826,506 865,112 1,406,584
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
PBHG INSURANCE SERIES FUND
----------------------------------------------------------
LARGE CAP GROWTH PORTFOLIO GROWTH II PORTFOLIO
----------------------------- ----------------------------
PERIOD FROM PERIOD FROM
MAY 30, MAY 30,
YEAR ENDED 1997 TO YEAR ENDED 1997 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ................................ $ (327) (63) (239) (43)
Net realized gain (loss) ....................................... 3,310 584 (197) 34
Unrealized appreciation (depreciation) on investments .......... 13,650 92 8,666 (142)
-------- --- ----- ----
Increase (decrease) in net assets from operations ........... 16,633 613 8,230 (151)
-------- --- ----- ----
From capital transactions:
Net premiums ................................................... 38,098 4,425 19,247 10,354
Loan interest .................................................. 15 -- -- --
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................ -- -- -- --
Surrenders .................................................... (949) (181) (286) --
Loans ......................................................... (6,899) -- -- --
Cost of insurance (note 3) .................................... (9,007) (1,384) (8,107) (1,598)
Transfer gain (loss) and transfer fees ........................ (239) 401 (1,497) (24)
Interfund transfers ............................................ 14,195 22,634 30,191 12,519
-------- ------ ------ ------
Increase in net assets from capital transactions ............ 35,214 25,895 39,548 21,251
-------- ------ ------ ------
Increase (decrease) in net assets ............................... 51,847 26,508 47,778 21,100
Net assets at beginning of period ............................... 26,508 -- 21,100 --
-------- ------ ------ ------
Net assets at end of period ..................................... $ 78,355 26,508 68,878 21,100
======== ====== ====== ======
</TABLE>
A-30
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
JANUS ASPEN SERIES
AGGRESSIVE GROWTH PORTFOLIO
----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) .......................... $ (13,622) (10,376) 2,991
Net realized gain ........................................ 171,826 202,593 49,684
Unrealized appreciation (depreciation) on investments..... 488,613 (21,456) (6,584)
---------- ------- ------
Increase in net assets from operations ................ 646,817 170,761 46,091
---------- ------- ------
From capital transactions:
Net premiums ............................................. 624,199 525,446 440,252
Loan interest ............................................ 113 (1,809) 50
Transfers (to) from the general account of Life of
Virginia: ...............................................
Death benefits .......................................... (826) -- (155)
Surrenders .............................................. (129,710) (39,796) (55,525)
Loans ................................................... (41,049) (7,351) (9,797)
Cost of insurance and administrative expense
(note 3) .............................................. (220,183) (186,650) (128,435)
Transfer gain (loss) and transfer fees .................. 18,812 45,321 5,450
Transfers (to) from the Guarantee Account ................ -- -- --
Interfund transfers ...................................... (391,359) 436,211 161,707
---------- -------- --------
Increase (decrease) in net assets from capital
transactions ......................................... (140,003) 771,372 413,547
---------- -------- --------
Increase in net assets .................................... 506,814 942,133 459,638
Net assets at beginning of period ......................... 2,025,192 1,083,059 623,421
---------- --------- --------
Net assets at end of period ............................... $2,532,006 2,025,192 1,083,059
========== ========= =========
<CAPTION>
JANUS ASPEN SERIES
GROWTH PORTFOLIO
----------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------ -------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) .......................... $ 129,924 35,936 16,388
Net realized gain ........................................ 115,203 94,811 21,606
Unrealized appreciation (depreciation) on investments..... 576,941 155,268 67,602
------- ------- ------
Increase in net assets from operations ................ 822,068 286,015 105,596
------- ------- -------
From capital transactions:
Net premiums ............................................. 731,597 531,252 350,437
Loan interest ............................................ 114 514 59
Transfers (to) from the general account of Life of
Virginia: ...............................................
Death benefits .......................................... (857) -- (151)
Surrenders .............................................. (112,392) (19,282) (67,362)
Loans ................................................... (5,077) (17,285) (5,035)
Cost of insurance and administrative expense
(note 3) .............................................. (247,297) (173,865) (88,814)
Transfer gain (loss) and transfer fees .................. 537 8,623 5,548
Transfers (to) from the Guarantee Account ................ -- -- --
Interfund transfers ...................................... 208,382 231,416 454,994
-------- -------- -------
Increase (decrease) in net assets from capital
transactions ......................................... 575,007 561,373 649,676
-------- -------- -------
Increase in net assets .................................... 1,397,075 847,388 755,272
Net assets at beginning of period ......................... 1,960,998 1,113,610 358,338
--------- --------- -------
Net assets at end of period ............................... $3,358,073 1,960,998 1,113,610
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
JANUS ASPEN SERIES
WORLDWIDE GROWTH PORTFOLIO
---------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ................................... $ 124,570 19,700 11,083
Net realized gain ................................................. 233,014 89,852 102,324
Unrealized appreciation (depreciation) on investments ............. 623,292 251,916 66,974
---------- ------- -------
Increase in net assets from operations ......................... 980,876 361,468 180,381
---------- ------- -------
From capital transactions:
Net premiums ...................................................... 1,375,973 822,511 381,650
Loan interest ..................................................... (462) 740 270
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................... (1,493) -- --
Surrenders ....................................................... (169,492) (35,503) (40,322)
Loans ............................................................ (55,021) (11,414) (19,483)
Cost of insurance and administrative expense (note 3) ............ (464,790) (279,525) (115,529)
Transfer gain (loss) and transfer fees ........................... 552 3,261 8,504
Transfers (to) from the Guarantee Account ......................... (100) -- --
Interfund transfers ............................................... 355,363 795,994 610,432
---------- -------- --------
Increase (decrease) in net assets from capital transactions .... 1,040,530 1,296,064 825,522
---------- --------- --------
Increase in net assets ............................................. 2,021,406 1,657,532 1,005,903
Net assets at beginning of period .................................. 3,078,819 1,421,287 415,384
---------- --------- ---------
Net assets at end of period ........................................ $5,100,225 3,078,819 1,421,287
========== ========= =========
</TABLE>
A-31
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
JANUS ASPEN SERIES (CONTINUED)
BALANCED PORTFOLIO
---------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
-------------- ----------- ------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ................................ $ 36,384 9,947 2,566
Net realized gain .............................................. 24,529 8,229 2,098
Unrealized appreciation (depreciation) on investments .......... 216,533 41,009 14,575
---------- ------ ------
Increase in net assets from operations ...................... 277,446 59,185 19,239
---------- ------ ------
From capital transactions:
Net premiums ................................................... 389,374 73,161 19,054
Loan interest .................................................. (51) 6 --
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................ -- -- --
Surrenders .................................................... (8,613) (6,904) --
Loans ......................................................... (17,190) (577) --
Cost of insurance (note 3) .................................... (100,651) (31,146) (11,055)
Transfer gain (loss) and transfer fees ........................ 3,680 305 1,193
Interfund transfers ............................................ 143,125 369,258 63,919
---------- ------- -------
Increase in net assets from capital transactions ............ 409,674 404,103 73,111
---------- ------- -------
Increase in net assets .......................................... 687,120 463,288 92,350
Net assets at beginning of period ............................... 632,064 168,776 76,426
---------- ------- -------
Net assets at end of period ..................................... $1,319,184 632,064 168,776
========== ======= =======
<CAPTION>
JANUS ASPEN SERIES (CONTINUED)
FLEXIBLE INCOME PORTFOLIO
----------------------------------
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------ ------------ --------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ................................ $4,036 3,252 507
Net realized gain .............................................. 1,687 305 13
Unrealized appreciation (depreciation) on investments .......... (74) 72 83
----- ----- ---
Increase in net assets from operations ...................... 5,649 3,629 603
----- ----- ---
From capital transactions:
Net premiums ................................................... 44,607 40,176 3,048
Loan interest .................................................. -- -- --
Transfers (to) from the general account of Life of Virginia:
Death benefits ................................................ (1,195) -- --
Surrenders .................................................... (908) -- --
Loans ......................................................... -- -- --
Cost of insurance (note 3) .................................... (16,727) (10,448) (840)
Transfer gain (loss) and transfer fees ........................ (213) 271 1
Interfund transfers ............................................ (2,619) 28,139 6,026
------- ------- -----
Increase in net assets from capital transactions ............ 22,945 58,138 8,235
------- ------- -----
Increase in net assets .......................................... 28,594 61,767 8,838
Net assets at beginning of period ............................... 70,650 8,883 45
------- ------- -----
Net assets at end of period ..................................... $99,244 70,650 8,883
======= ======= =====
</TABLE>
<TABLE>
<CAPTION>
JANUS ASPEN SERIES (CONTINUED)
--------------------------------------------------------------------
CAPITAL APPRECIATION
INTERNATIONAL GROWTH PORTFOLIO PORTFOLIO
--------------------------------------- ----------------------------
PERIOD FROM PERIOD FROM
JULY 9, MAY 21,
1996 TO YEAR ENDED 1997 TO
YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996 1998 1997
----------- ------------ -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense) ........................... $ 8,665 274 96 (1,219) (7)
Net realized gain ......................................... 40,482 5,037 152 28,363 106
Unrealized appreciation (depreciation) on investments ..... 16,463 16,037 1,040 45,429 697
--------- ------ ----- ------ -----
Increase in net assets from operations ................. 65,610 21,348 1,288 72,573 796
--------- ------ ----- ------ -----
From capital transactions:
Net premiums .............................................. 375,304 137,587 19,750 106,588 1,504
Loan interest ............................................. 8 7 -- 300 --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................... (645) -- -- -- --
Surrenders ............................................... (19,180) (3,539) -- (374) --
Loans .................................................... (432) (462) -- -- --
Cost of insurance (note 3) ............................... (76,148) (30,132) (1,705) (25,927) (1,135)
Transfer gain (loss) and transfer fees ................... 2,743 1,187 (43) (8,962) 4
Interfund transfers ....................................... 168,918 140,874 34,648 79,406 7,451
--------- ------- ------ ------- --------
Increase in net assets from capital transactions ......... 450,568 245,522 52,650 151,031 7,824
--------- ------- ------ ------- --------
Increase in net assets ..................................... 516,178 266,870 53,938 223,604 8,620
Net assets at beginning of period .......................... 320,808 53,938 -- 8,620 --
--------- ------- ------ ------- --------
Net assets at end of period ................................ $ 836,986 320,808 53,938 232,224 8,620
========= ======= ====== ======= ========
</TABLE>
A-32
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
DECEMBER 31, 1998
<TABLE>
<CAPTION>
GOLDMAN SACHS SALOMON BROTHERS
VARIABLE INSURANCE VARIABLE SERIES
TRUST FUND BROTHERS
----------------------------- -----------------
GROWTH AND MID CAP
IMCOME EQUITY INVESTORS
FUND FUND FUND
-------------- -------------- -----------------
PERIOD FROM PERIOD FROM PERIOD FROM
OCTOBER 1, AUGUTST 28, DECEMBER 8,
1998 TO 1998 TO 1998 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1998 1998
-------------- -------------- -----------------
<S> <C> <C> <C>
Increase in net assets
From operations:
Net investment income .......................................... $ 76 291 5
Net realized gain .............................................. 120 3,047 --
Unrealized appreciation on investments ......................... 496 2,320 53
------- ----- --
Increase in net assets from operations ...................... 692 5,658 58
------- ----- --
From capital transactions:
Net premiums ................................................... 9,253 6,190 --
Loan interest .................................................. -- -- --
Transfers (to) from the general account of Life of Virginia:
Death benefits ............................................... -- -- --
Surrenders ................................................... -- -- --
Loans ........................................................ -- -- --
Cost of insurance (note 3) ................................... (294) (1,091) --
Transfer gain (loss) and transfer fees ....................... (2) (3,036) --
Interfund transfers ............................................ 784 85,487 1,472
-------- ------ -----
Increase in net assets from capital transactions ............ 9,741 87,550 1,472
-------- ------ -----
Increase in net assets .......................................... 10,433 93,208 1,530
Net assets at beginning of period ............................... -- -- --
-------- ------ -----
Net assets at end of period ..................................... $10,433 93,208 1,530
======== ====== =====
</TABLE>
See accompanying notes to financial statements.
A-33
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
(1) DESCRIPTION OF ENTITY
Life of Virginia Separate Account II (the Account) is a separate
investment account established in 1986 by The Life Insurance Company of
Virginia (Life of Virginia) under the laws of the Commonwealth of Virginia. The
Account operates as a unit investment trust under the Investment Company Act of
1940. The Account is used to fund certain benefits for flexible premium
variable life insurance policies issued by Life of Virginia. The Life Insurance
Company of Virginia is a stock life insurance company operating under a charter
granted by the Commonwealth of Virginia on March 21, 1871. Eighty percent of
the capital stock of Life of Virginia is owned by General Electric Capital
Assurance Company. The remaining 20% is owned by GE Financial Assurance
Holdings, Inc. General Electric Capital Assurance Company and GE Financial
Assurance Holdings, Inc. are indirect, wholly-owned subsidiaries of General
Electric Capital Company ("GE Capital"). GE Capital, a diversified financial
services company, is a wholly-owned subsidiary of General Electric Company
(GE), a New York corporation. Prior to April 1, 1996, Life of Virginia was an
indirect wholly-owned subsidiary of Aon Corporation (Aon).
In October 1998, three new investment subdivisions were added to the
Account for both Type I and Type II policies (see note 2). The Investors Fund,
Strategic Bond Fund, and the Total Return Fund each invest solely in a
designated portfolio of the Salomon Brothers Variable Series Fund. All
designated portfolios described above are series type mutual funds. There were
no amounts issued in either the Strategic Bond or Total Return Funds during
1998.
In May 1998, three new investment subdivisions were added to the Account,
for both Type I and Type II policies. The U.S. Equity Fund invests solely in a
designated portfolio of the GE Investments Funds, Inc. The Mid Cap Equity and
Growth and Income Funds each invest solely in a designated portfolio of the
Goldman Sachs Variable Insurance Trust Fund. All designated portfolios
described above are series type mutual funds.
In May 1997, seven new investment subdivisions were added to the Account.
The Growth & Income Portfolio and Growth Opportunities Portfolio each invest
solely in a designated portfolio of the Variable Insurance Products Fund III.
The Global Income Fund and the Value Equity Fund each invest solely in a
designated portfolio of the GE Investments Funds, Inc. The Capital Appreciation
Portfolio invests solely in a designated portfolio of the Janus Aspen Series.
The Growth II Portfolio and the Large Cap Growth Portfolio each invest solely
in a designated portfolio of the PBHG Insurance Series Fund. All designated
portfolios described above are series type mutual funds.
On December 12, 1997, the Account added the GE Investments Funds, Inc. --
Income Fund as a new investment subdivision and made the following
substitutions of shares held by the investment subdivisions:
<TABLE>
<CAPTION>
BEFORE THE SUBSTITUTION AFTER THE SUBSTITUTION
<S> <C>
Shares of Money Market Portfolio -- Variable Shares of Money Market Fund -- GE Investments
Insurance Products Fund Funds, Inc.
Shares of Money Fund -- Oppenheimer Variable Shares of Money Market Fund -- GE Investments
Account Funds Funds, Inc.
Shares of Government Securities Fund -- GE Shares of Income Fund -- GE Investments Funds,
Investments Funds, Inc. Inc.
Shares of Bond Portfolio -- Neuberger & Berman Shares of Income Fund -- GE Investments Funds,
Advisers Management Trust Inc.
Shares of High Income Portfolio -- Variable Shares of High Income Fund -- Oppenheimer
Insurance Products Fund Variable Account Funds
Shares of Growth Portfolio -- Neuberger & Berman Shares of Growth Portfolio Fund -- Variable
Advisers Management Trust Insurance Products Fund
Shares of Balanced Portfolio -- Neuberger & Shares of Balanced Portfolio -- Janus Aspen Series
Berman Advisers Management Trust
</TABLE>
The foregoing substitutions were carried out pursuant to an order of the
Securities and Exchange Commission (Commission) issued on December 11, 1997,
with the approval of any necessary department of insurance. The effect of such
a share substitution was to replace certain portfolios of Variable Insurance
Products Fund, Oppenheimer Variable Account Funds, GE Investments Funds, Inc.,
and Neuberger & Berman Advisers Management Trust with those of GE Investments
Funds, Inc., Oppenheimer Variable Account Funds, Variable Insurance Products
Fund, and Janus Aspen Series.
A-34
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(1) DESCRIPTION OF ENTITY -- Continued
In May 1996, two new investment subdivisions were added to the Account.
One of these subdivisions, the International Growth Portfolio, invests solely
in a designated portfolio of the Janus Aspen Series, a series type mutual fund.
The other new subdivision, the American Leaders Fund II, invests solely in a
designated portfolio of the Federated Investors Insurance Series, a series type
mutual fund.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) UNIT CLASS
There are two unit classes included in the Account. Type I units are sold
under policy form P1096. Type II units are sold under policy form P1250. Type
II unit sales began in the first half of 1998.
(B) INVESTMENTS
Investments are stated at fair value which is based on the underlying net
asset value per share of the respective portfolios or funds. Purchases and
sales of investments are recorded on the trade date and income distributions
are recorded on the ex-dividend date. Realized gains and losses on investments
are determined on the average cost basis. The units and unit values are
disclosed as of the last business day in the applicable year or period.
The aggregate cost of the investments acquired and the aggregate proceeds
of investments sold, for the year or period ended December 31, 1998, were:
<TABLE>
<CAPTION>
COST OF PROCEEDS
SHARES FROM
FUND/PORTFOLIO ACQUIRED SHARES SOLD
- ------------------------------------ ------------- ------------
<S> <C> <C>
GE Investments Funds, Inc.:
S&P 500 Index ..................... $ 3,001,928 1,950,617
Money Market ...................... 20,447,560 18,763,023
Total Return ...................... 1,526,036 1,126,013
International Equity .............. 59,529 26,632
Real Estate Securities ............ 413,138 190,221
Global Income ..................... 77,882 54,911
Value Equity ...................... 233,238 44,064
Income ............................ 143,810 96,065
U.S. Equity ....................... 49,918 2,396
Oppenheimer Variable Account Funds:
Bond .............................. 254,506 105,950
Capital Appreciation .............. 1,499,751 1,136,187
Growth ............................ 1,185,556 589,091
High Income ....................... 724,376 437,362
Multiple Strategies ............... 319,140 138,265
Variable Insurance Products Fund:
Equity-Income ..................... 2,782,789 1,747,261
Growth ............................ 9,144,085 7,631,479
Overseas .......................... 1,372,610 1,151,585
Variable Insurance Products Fund II:
Asset Manager ..................... 1,141,340 756,012
Contrafund ........................ 3,136,522 2,123,389
</TABLE>
A-35
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
COST OF PROCEEDS
SHARES FROM
FUND/PORTFOLIO ACQUIRED SHARES SOLD
- --------------------------------------- ------------ ------------
<S> <C> <C>
Variable Insurance Products Fund III:
Growth & Income ...................... $ 346,986 57,187
Growth Opportunities ................. 263,696 85,715
Federated Insurance Series:
Utility Fund II ...................... 102,720 41,553
High Income Bond Fund II ............. 139,424 70,243
American Leaders Fund II ............. 363,976 113,117
The Alger American Fund:
Small Cap ............................ 799,877 451,283
Growth ............................... 1,040,147 425,372
PBHG Insurance Series Fund, Inc.:
PBHG Large Cap Growth ................ 75,194 38,532
PBHG Growth II ....................... 76,900 35,458
Janus Aspen Series:
Aggressive Growth .................... 2,561,005 2,643,692
Growth ............................... 1,411,018 696,272
Worldwide Growth ..................... 2,664,473 1,479,862
Balanced ............................. 663,282 238,577
Flexible Income ...................... 110,072 82,610
International Growth ................. 1,537,601 1,073,024
Capital Appreciation ................. 4,295,560 4,141,652
Goldman Sachs Variable Insurance Trust:
Growth and Income .................... 10,132 306
Mid Cap Equity ....................... 92,136 4,257
Salomon Brothers Variable Series Fund:
Investors Fund ....................... 1,472 --
</TABLE>
A-36
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
(C) CAPITAL TRANSACTIONS
The increase (decrease) in outstanding units from capital transactions for
the years or periods ended December 31, 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
--------------------------
S&P 500 GOVERMENT
INDEX SECURITIES
FUND FUND
------------- ------------
<S> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ...................... 41,652 17,289
------ ------
Net premiums ............................................... 10,935 2,279
Loan interest .............................................. (16) 54
Transfers (to) from the general account of Life of Virginia:
Death benefits ........................................... (69) --
Surrenders ............................................... (540) (193)
Loans .................................................... (578) (141)
Cost of insurance and administrative expenses ............ (5,615) (1,444)
Interfund transfers ........................................ 10,270 (1,161)
------ ------
Net increase (decrease) in units from capital transactions .. 14,387 (606)
------ ------
Units outstanding at December 31, 1996 ...................... 56,039 16,683
------ ------
Net premiums ............................................... 12,804 1,856
Loan interest .............................................. (69) 15
Transfers (to) from the general account of Life of Virginia:
Death benefits ........................................... (3,774) --
Surrenders ............................................... (734) (782)
Loans .................................................... (328) (210)
Cost of insurance and administrative expenses ............ (6,083) (1,174)
Interfund transfers ........................................ 24,623 (16,388)
------ -------
Net increase (decrease) in units from capital transactions .. 26,439 (16,683)
------ -------
Units outstanding at December 31, 1997 ...................... 82,478 --
------ -------
Net premiums ............................................... 9,623 --
Loan interest .............................................. (7) --
Transfers (to) from the general account of Life of Virginia:
Death benefits ........................................... -- --
Surrenders ............................................... 23 --
Loans .................................................... (301) --
Cost of insurance and administrative expenses ............ (4,258) --
Transfers (to) from the Guarantee Account .................. -- --
Interfund transfers ........................................ (1,774) --
-------- -------
Net increase (decrease) in units from capital transactions .. 3,306 --
-------- -------
Units outstanding at December 31, 1998 ...................... 85,784 --
======== =======
<CAPTION>
GE INVESTMENTS FUNDS, INC.
------------------------------------------
MONEY TOTAL INTERNATIONAL
MARKET RETURN EQUITY
FUND FUND FUND
------------ -------------- --------------
<S> <C> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ...................... 94,411 129,923 884
------ ------- ---
Net premiums ............................................... 364,289 5,129 1,663
Loan interest .............................................. (119) (6) 1
Transfers (to) from the general account of Life of Virginia:
Death benefits ........................................... (84) (904) --
Surrenders ............................................... (456) (503) (124)
Loans .................................................... (3,851) (249) (20)
Cost of insurance and administrative expenses ............ (16,666) (12,173) (276)
Interfund transfers ........................................ (282,823) 4,475 908
-------- --------- -----
Net increase (decrease) in units from capital transactions .. 60,290 (4,231) 2,152
-------- --------- -----
Units outstanding at December 31, 1996 ...................... 154,701 125,692 3,036
-------- --------- -----
Net premiums ............................................... 229,013 6,095 1,752
Loan interest .............................................. (196) (11) --
Transfers (to) from the general account of Life of Virginia:
Death benefits ........................................... (1,005) (267) --
Surrenders ............................................... (671) (523) (68)
Loans .................................................... (330) (137) (22)
Cost of insurance and administrative expenses ............ (17,924) (12,827) (414)
Interfund transfers ........................................ (224,564) (101) 1,666
-------- --------- -----
Net increase (decrease) in units from capital transactions .. (15,677) (7,771) 2,914
-------- --------- -----
Units outstanding at December 31, 1997 ...................... 139,024 117,921 5,950
-------- --------- -----
Net premiums ............................................... 112,037 5,873 1,468
Loan interest .............................................. 153 (10) --
Transfers (to) from the general account of Life of Virginia:
Death benefits ........................................... (73) (662) --
Surrenders ............................................... (7,598) (498) (35)
Loans .................................................... (5,530) (263) (51)
Cost of insurance and administrative expenses ............ (16,515) (11,632) (660)
Transfers (to) from the Guarantee Account .................. -- -- --
Interfund transfers ........................................ (103,800) (210) 740
-------- --------- -----
Net increase (decrease) in units from capital transactions .. (21,326) (7,402) 1,462
-------- --------- -----
Units outstanding at December 31, 1998 ...................... 117,698 110,519 7,412
======== ========= =====
</TABLE>
A-37
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
-----------------------------------------------------------
REAL ESTATE GLOBAL VALUE
SECURITIES INCOME EQUITY INCOME U.S. EQUITY
FUND FUND FUND FUND FUND
------------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ............................. 35 -- -- -- --
-- -- -- -- --
Net premiums ...................................................... 1,148 -- -- -- --
Loan interest ..................................................... -- -- -- -- --
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. -- -- -- -- --
Surrenders ...................................................... (26) -- -- -- --
Loans ........................................................... -- -- -- -- --
Cost of insurance and administrative expenses ................... (142) -- -- -- --
Interfund transfers ............................................... 903 -- -- -- --
----- -- -- -- --
Net increase (decrease) in units from capital transactions ......... 1,883 -- -- -- --
----- -- -- -- --
Units outstanding at December 31, 1996 ............................. 1,918 -- -- -- --
----- -- -- -- --
Net premiums ...................................................... 4,672 128 444 74 --
Loan interest ..................................................... -- -- -- 1 --
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. -- -- -- -- --
Surrenders ...................................................... (41) -- -- -- --
Loans ........................................................... (51) (24) -- -- --
Cost of insurance and administrative expenses ................... (1,046) (37) (77) (166) --
Interfund transfers ............................................... 5,271 829 661 37,858 --
------ --- --- ------- --
Net increase (decrease) in units from capital transactions ......... 8,805 896 1,028 37,767 --
------ --- ----- ------- --
Units outstanding at December 31, 1997 ............................. 10,723 896 1,028 37,767 --
------ --- ----- ------- --
Net premiums ...................................................... 8,323 1,593 2,656 5,943 30
Loan interest ..................................................... -- -- 3 (7) --
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. -- -- -- -- --
Surrenders ...................................................... (201) -- (211) (2,891) --
Loans ........................................................... (37) -- (84) (66) --
Cost of insurance and administrative expenses ................... (2,557) (464) (648) (3,205) (22)
Transfers (to) from the Guarantee Account ......................... -- -- -- -- --
Interfund transfers ............................................... 1,263 985 2,342 2,659 10
------ ----- ----- -------- ---
Net increase (decrease) in units from capital transactions ......... 6,791 2,114 4,058 2,433 18
------ ----- ----- -------- ---
Units outstanding at December 31, 1998 ............................. 17,514 3,010 5,086 40,200 18
====== ===== ===== ======== ===
</TABLE>
A-38
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
---------------------------------------
CAPITAL
MONEY BOND APPRECIATION
FUND FUND FUND
--------- ------------- ---------------
<S> <C> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ................... 806 9,633 49,118
--- ----- --------
Net premiums ............................................ -- 4,046 8,958
Loan interest ........................................... -- -- --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- --
Surrenders ............................................ -- (241) (759)
Loans ................................................. -- (100) --
Cost of insurance and administrative expenses ......... (66) (1,736) (4,613)
Interfund transfers ..................................... (695) 1,453 11,095
---- ------ --------
Net increase (decrease) in units from capital
transactions ............................................ (761) 3,422 14,681
---- ------ --------
Units outstanding at December 31, 1996 ................... 45 13,055 63,799
---- ------ --------
Net premiums ............................................ 6 (539) 20,919
Loan interest ........................................... -- -- 8
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- (8)
Surrenders ............................................ -- 167 (1,104)
Loans ................................................. -- 19 (1,014)
Cost of insurance and administrative expenses ......... (12) 221 (8,094)
Interfund transfers ..................................... (39) 114 1,620
---- ------ --------
Net increase (decrease) in units from capital
transactions ............................................ (45) (18) 12,327
---- ------ --------
Units outstanding at December 31, 1997 ................... -- 13,037 76,126
---- ------ --------
Net premiums ............................................ -- 4,915 23,331
Loan interest ........................................... -- (2) 5
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- --
Surrenders ............................................ -- (776) (4,257)
Loans ................................................. -- (59) (1,894)
Cost of insurance and administrative expenses ......... -- (1,448) (10,077)
Transfers (to) from the Guarantee Account ............... -- -- (8)
Interfund transfers ..................................... -- 1,572 (2,098)
---- -------- ---------
Net increase (decrease) in units from capital
transactions ............................................ -- 4,202 5,002
---- -------- ---------
Units outstanding at December 31, 1998 ................... -- 17,239 81,128
==== ======== =========
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
-------------------------------------------
HIGH MULTIPLE
GROWTH INCOME STRATEGIES
FUND FUND FUND
-------------- -------------- -------------
<S> <C> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ................... 30,329 23,001 24,621
-------- -------- --------
Net premiums ............................................ 16,813 6,706 5,628
Loan interest ........................................... (5) (3) (1)
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- (85) (805)
Surrenders ............................................ (3,514) (393) (8,467)
Loans ................................................. (230) (468) (34)
Cost of insurance and administrative expenses ......... (6,622) (2,322) (2,303)
Interfund transfers ..................................... 7,391 5,754 4,012
-------- -------- --------
Net increase (decrease) in units from capital
transactions ............................................ 13,833 9,189 (1,970)
-------- -------- --------
Units outstanding at December 31, 1996 ................... 44,162 32,190 22,651
-------- -------- --------
Net premiums ............................................ 11,890 10,966 3,690
Loan interest ........................................... (14) -- (4)
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- --
Surrenders ............................................ (1,783) (595) (1,437)
Loans ................................................. (327) (766) (139)
Cost of insurance and administrative expenses ......... (4,561) (4,949) (1,822)
Interfund transfers ..................................... 4,663 11,197 (378)
-------- -------- --------
Net increase (decrease) in units from capital
transactions ............................................ 9,868 15,853 (90)
-------- -------- --------
Units outstanding at December 31, 1997 ................... 54,030 48,043 22,561
-------- -------- --------
Net premiums ............................................ 12,058 11,931 5,523
Loan interest ........................................... (8) (9) (5)
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- (88) --
Surrenders ............................................ (2,931) (2,666) (277)
Loans ................................................. (232) (483) (320)
Cost of insurance and administrative expenses ......... (5,205) (5,457) (2,167)
Transfers (to) from the Guarantee Account ............... -- -- --
Interfund transfers ..................................... 1,707 1,100 (457)
-------- -------- --------
Net increase (decrease) in units from capital
transactions ............................................ 5,389 4,328 2,297
-------- -------- --------
Units outstanding at December 31, 1998 ................... 59,419 52,371 24,858
======== ======== ========
</TABLE>
A-39
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS
FUND
-----------------------------
MONEY HIGH
MARKET INCOME
PORTFOLIO PORTFOLIO
-------------- --------------
<S> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ............................. 29,874 12,687
------- --------
Net premiums ...................................................... 127 --
Loan interest ..................................................... (1) (1)
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. -- --
Surrenders ...................................................... (1,370) (1,514)
Loans ........................................................... (86) (103)
Cost of insurance and administrative expenses ................... (2,125) (1,273)
Interfund transfers ............................................... (6,185) (1,435)
-------- --------
Net increase (decrease) in units from capital transactions ......... (9,640) (4,326)
-------- --------
Units outstanding at December 31, 1996 ............................. 20,234 8,361
-------- --------
Net premiums ...................................................... -- 6
Loan interest ..................................................... (2) (1)
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. -- --
Surrenders ...................................................... -- (83)
Loans ........................................................... (67) (56)
Cost of insurance and administrative expenses ................... (1,113) (571)
Interfund transfers ............................................... (19,052) (7,656)
--------- --------
Net increase (decrease) in units from capital transactions ......... (20,234) (8,361)
--------- --------
Units outstanding at December 31, 1997 ............................. -- --
--------- --------
Net premiums ...................................................... -- --
Loan interest ..................................................... -- --
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. -- --
Surrenders ...................................................... -- --
Loans ........................................................... -- --
Cost of insurance and administrative expenses ................... -- --
Transfers (to) from the Guarantee Account ......................... -- --
Interfund transfers ............................................... -- --
--------- --------
Net increase (decrease) in units from capital transactions ......... -- --
--------- --------
Units outstanding at December 31, 1998 ............................. -- --
========= ========
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
------------------------------------------
EQUITY-
INCOME GROWTH OVERSEAS
PORTFOLIO PORTFOLIO PORTFOLIO
--------------- ----------- --------------
<S> <C> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ............................. 64,967 97,450 73,566
-------- ------ ------
Net premiums ...................................................... 31,658 34,244 23,922
Loan interest ..................................................... (2) (18) (1)
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. (758) (919) (191)
Surrenders ...................................................... (4,129) (6,625) (3,997)
Loans ........................................................... (445) (2,672) (1,554)
Cost of insurance and administrative expenses ................... (11,544) (15,468) (10,492)
Interfund transfers ............................................... 22,081 (2,890) (155)
--------- ------- ---------
Net increase (decrease) in units from capital transactions ......... 36,861 5,652 7,532
--------- ------- ---------
Units outstanding at December 31, 1996 ............................. 101,828 103,102 81,098
--------- ------- ---------
Net premiums ...................................................... 30,443 27,236 14,830
Loan interest ..................................................... 17 (20) (27)
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. (8) (320) (11)
Surrenders ...................................................... (2,046) (3,071) (3,198)
Loans ........................................................... (1,200) (2,624) (1,198)
Cost of insurance and administrative expenses ................... (13,023) (12,010) (7,354)
Interfund transfers ............................................... 18,157 3,258 (11,825)
--------- ------- ---------
Net increase (decrease) in units from capital transactions ......... 32,340 12,449 (8,783)
--------- ------- ---------
Units outstanding at December 31, 1997 ............................. 134,168 115,551 72,315
--------- ------- ---------
Net premiums ...................................................... 33,122 17,733 14,458
Loan interest ..................................................... (16) (69) (49)
Transfers (to) from the general account of Life of Virginia:
Death benefits .................................................. (107) (39) --
Surrenders ...................................................... (7,257) (5,525) (3,976)
Loans ........................................................... (1,208) (1,226) (438)
Cost of insurance and administrative expenses ................... (15,042) (9,854) (7,205)
Transfers (to) from the Guarantee Account ......................... -- -- --
Interfund transfers ............................................... 477 13,237 250
--------- ------- ---------
Net increase (decrease) in units from capital transactions ......... 9,969 14,257 3,040
--------- ------- ---------
Units outstanding at December 31, 1998 ............................. 144,137 129,808 75,355
========= ======= =========
</TABLE>
A-40
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
ADVISERS
VARIABLE INSURANCE VARIABLE INSURANCE MANAGEMENT
PRODUCTS FUND II PRODUCTS FUND III TRUST
------------------------------- --------------------------- -------------
ASSET GROWTH & GROWTH
MANAGER CONTRAFUND INCOME OPPORTUNITIES BALANCED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------------- --------------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ............. 147,342 20,548 -- -- 18,119
--------- -------- -- -- -------
Net premiums ...................................... 34,545 22,057 -- -- --
Loan interest ..................................... (2) 7 -- -- --
Transfers (to) from the general account of
Life of Virginia:
Death benefits .................................. (1,099) -- -- -- --
Surrenders ...................................... (5,334) (573) -- -- --
Loans ........................................... 3 (327) -- -- --
Cost of insurance and administrative
expenses ....................................... (16,972) (6,094) -- -- (1,013)
Interfund transfers ............................... (22,982) 26,464 -- -- (2,836)
--------- -------- -- -- -------
Net increase (decrease) in units from capital
transactions ...................................... (11,841) 41,534 -- -- (3,849)
--------- -------- -- -- -------
Units outstanding at December 31, 1996 ............. 135,501 62,082 -- -- 14,270
--------- -------- -- -- -------
Net premiums ...................................... 30,613 36,387 454 598 17
Loan interest ..................................... (18) (8) -- -- (2)
Transfers (to) from the general account of
Life of Virginia:
Death benefits .................................. -- (320) -- -- --
Surrenders ...................................... (5,817) (5,335) -- -- (651)
Loans ........................................... (1,388) (781) -- -- (77)
Cost of insurance and administrative
expenses ....................................... (15,641) (12,219) (125) (125) (597)
Interfund transfers ............................... 20,449 17,222 3,484 5,332 (12,960)
--------- --------- ----- ----- ---------
Net increase (decrease) in units from capital
transactions ...................................... 28,198 34,946 3,813 5,805 (14,270)
--------- --------- ----- ----- ---------
Units outstanding at December 31, 1997 ............. 163,699 97,028 3,813 5,805 --
--------- --------- ----- ----- ---------
Net premiums ...................................... 16,997 30,522 8,879 2,947 --
Loan interest ..................................... (9) (26) -- (2) --
Transfers (to) from the general account of
Life of Virginia:
Death benefits .................................. (155) (144) -- -- --
Surrenders ...................................... (7,043) (5,242) (219) (3) --
Loans ........................................... (1,134) (1,902) (19) (483) --
Cost of insurance and administrative
expenses ....................................... (11,046) (13,480) (1,697) (1,664) --
Transfers (to) from the Guarantee Account ......... -- (5) -- -- --
Interfund transfers ............................... (3,207) 13,189 6,067 9,681 --
--------- --------- ------ -------- ---------
Net increase (decrease) in units from capital
transactions ...................................... (5,597) 22,912 13,011 10,476 --
--------- --------- ------ -------- ---------
Units outstanding at December 31, 1998 ............. 158,102 119,940 16,824 16,281 --
========= ========= ====== ======== =========
</TABLE>
A-41
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
FEDERATED INVESTORS
ADVISERS MANAGEMENT TRUST INSURANCE SERIES
---------------------------- ----------------------------------------
AMERICAN
BOND GROWTH LEADERS HIGH INCOME UTILITY
PORTFOLIO PORTFOLIO FUND II FUND II FUND II
-------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ............. 7,610 11,178 -- 691 5,014
------- ------ --- --- -----
Net premiums ...................................... -- -- 86 1,470 1,811
Loan interest ..................................... (4) -- -- -- --
Transfers (to) from the general account of
Life of Virginia:
Death benefits .................................. -- (687) -- -- --
Surrenders ...................................... -- (145) -- -- (4)
Loans ........................................... (143) -- -- -- --
Cost of insurance and administrative
expenses ....................................... (290) (676) (9) (297) (415)
Interfund transfers ............................... (815) (1,078) 128 763 16
------- ------ ----- ----- -------
Net increase (decrease) in units from capital
transactions ...................................... (1,252) (2,586) 205 1,936 1,408
-------- ------ ----- ----- -------
Units outstanding at December 31, 1996 ............. 6,358 8,592 205 2,627 6,422
-------- ------ ----- ----- -------
Net premiums ...................................... -- 30 1,922 2,964 3,027
Loan interest ..................................... -- (6) -- -- --
Transfers (to) from the general account of
Life of Virginia:
Death benefits .................................. -- -- -- -- --
Surrenders ...................................... (5) (179) -- -- --
Loans ........................................... -- (60) -- (219) --
Cost of insurance and administrative
expenses ....................................... (128) (357) (260) (668) (725)
Interfund transfers ............................... (6,225) (8,020) 1,302 1,484 819
-------- -------- ------- ----- -------
Net increase (decrease) in units from capital
transactions ...................................... (6,358) (8,592) 2,964 3,561 3,121
-------- -------- ------- ----- -------
Units outstanding at December 31, 1997 ............. -- -- 3,169 6,188 9,543
-------- -------- ------- ----- -------
Net premiums ...................................... -- -- 6,297 3,841 3,173
Loan interest ..................................... -- -- 2 4 --
Transfers (to) from the general account of
Life of Virginia:
Death benefits .................................. -- -- -- -- --
Surrenders ...................................... -- -- (394) (254) (121)
Loans ........................................... -- -- (69) (238) (18)
Cost of insurance and administrative
expenses ....................................... -- -- (1,728) (1,274) (1,035)
Transfers (to) from the Guarantee Account ......... -- -- -- -- --
Interfund transfers ............................... -- -- 6,131 985 (87)
-------- -------- -------- ------ --------
Net increase (decrease) in units from capital
transactions ...................................... -- -- 10,239 3,064 1,912
-------- -------- -------- ------ --------
Units outstanding at December 31, 1998 ............. -- -- 13,408 9,252 11,455
======== ======== ======== ====== ========
</TABLE>
A-42
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
PBHG INSURANCE
ALGER AMERICAN FUND SERIES FUND
----------------------- -----------------------
LARGE CAP
SMALL CAP GROWTH GROWTH GROWTH II
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ................... 3,893 2,410 -- --
----- ----- -- --
Net premiums ............................................ 15,849 16,630 -- --
Loan interest ........................................... (350) 3 -- --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- -- --
Surrenders ............................................ (121) (115) -- --
Loans ................................................. (1,411) (88) -- --
Cost of insurance and administrative expenses ......... (3,890) (3,155) -- --
Interfund transfers ..................................... 29,422 113,835 -- --
------ ------- -- --
Net increase (decrease) in units from capital
transactions ............................................ 39,499 127,110 -- --
------ ------- -- --
Units outstanding at December 31, 1996 ................... 43,392 129,520 -- --
------ ------- -- --
Net premiums ............................................ 35,801 33,924 391 960
Loan interest ........................................... 192 58 -- --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- -- --
Surrenders ............................................ (387) (1,726) (16) --
Loans ................................................. (467) (562) -- --
Cost of insurance and administrative expenses ......... (10,737) (10,957) (122) (148)
Interfund transfers ..................................... 8,457 (86,458) 2,001 1,160
------- ------- ----- -----
Net increase (decrease) in units from capital
transactions ............................................ 32,859 (65,721) 2,254 1,972
------- ------- ----- -----
Units outstanding at December 31, 1997 ................... 76,251 63,799 2,254 1,972
------- ------- ----- -----
Net premiums ............................................ 32,605 17,385 2,279 1,203
Loan interest ........................................... 9 5 1 --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ (72) (53) -- --
Surrenders ............................................ (2,415) (8,436) (57) (16)
Loans ................................................. (2,883) 653 (569) --
Cost of insurance and administrative expenses ......... (10,216) (7,880) (608) (565)
Transfers (to) from the Guarantee Account ............... -- -- -- --
Interfund transfers ..................................... (4,182) 20,083 1,170 185
------- ------- ----- -----
Net increase (decrease) in units from capital
transactions ............................................ 12,846 21,757 2,216 807
------- ------- ----- -----
Units outstanding at December 31, 1998 ................... 89,097 85,556 4,470 2,779
======= ======= ===== =====
<CAPTION>
JANUS ASPEN SERIES
------------------------
AGGRESIVE
GROWTH GROWTH
PORTFOLIO PORTFOLIO
----------- ------------
<S> <C> <C>
Type I Units:
Units outstanding at December 31, 1995 ................... 43,113 28,327
------ ------
Net premiums ............................................ 7,091 50,232
Loan interest ........................................... -- 6
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- (18)
Surrenders ............................................ -- (6,335)
Loans ................................................. -- (1,118)
Cost of insurance and administrative expenses ......... (4,114) (14,654)
Interfund transfers ..................................... 23,785 18,450
------ -------
Net increase (decrease) in units from capital
transactions ............................................ 26,762 46,563
------ -------
Units outstanding at December 31, 1996 ................... 69,875 74,890
------ -------
Net premiums ............................................ 33,956 31,979
Loan interest ........................................... (117) 31
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- --
Surrenders ............................................ (2,572) (1,161)
Loans ................................................. (475) (1,040)
Cost of insurance and administrative expenses ......... (12,062) (10,466)
Interfund transfers ..................................... 28,188 13,930
------- -------
Net increase (decrease) in units from capital
transactions ............................................ 46,918 33,273
------- -------
Units outstanding at December 31, 1997 ................... 116,793 108,163
------- -------
Net premiums ............................................ 24,642 27,838
Loan interest ........................................... 6 6
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ (43) (45)
Surrenders ............................................ (6,780) (5,890)
Loans ................................................. (2,146) (267)
Cost of insurance and administrative expenses ......... (10,966) (12,198)
Transfers (to) from the Guarantee Account ............... -- --
Interfund transfers ..................................... (23,977) 9,558
------- -------
Net increase (decrease) in units from capital
transactions ............................................ (19,264) 19,002
------- -------
Units outstanding at December 31, 1998 ................... 97,529 127,165
======= =======
</TABLE>
A-43
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
JANUS ASPEN SERIES
-----------------------------------------------------------------------
FLEXIBLE INTERNATIONAL CAPITAL
WORLD WIDE BALANCED INCOME GROWTH APPRECIATION
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
-------------- ------------- ----------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Type I Units:
Units outstanding at
December 31, 1995 ................. 33,799 7,183 4 -- --
------ ----- - -- --
Net premiums ...................... 30,707 3,070 287 1,725 --
Loan interest ..................... 5 2 -- -- --
Transfers (to) from the
general account of Life of
Virginia:
Death benefits ................... (13) -- -- -- --
Surrenders ....................... (5,903) (324) -- -- --
Loans ............................ (441) (157) -- -- --
Cost of insurance and
administrative expenses......... (7,782) (929) (79) (149) --
Interfund transfers ............... 39,868 4,910 568 3,026 --
------ ----- --- ----- --
Net increase (decrease) in units
from capital transactions ......... 56,441 6,572 776 4,602 --
------ ----- --- ----- --
Units outstanding at
December 31, 1996 ................. 90,240 13,755 780 4,602 --
------ ------ --- ----- --
Net premiums ...................... 45,089 5,204 3,339 10,507 131
Loan interest ..................... 41 -- -- 1 --
Transfers (to) from the
general account of Life of
Virginia:
Death benefits ................... -- -- -- -- --
Surrenders ....................... (1,946) (491) -- (270) --
Loans ............................ (626) (41) -- (35) --
Cost of insurance and
administrative expenses......... (15,323) (2,215) (868) (2,301) (99)
Interfund transfers ............... 43,635 26,265 2,338 10,760 652
------- ------ ----- ------ ---
Net increase (decrease) in units
from capital transactions ......... 70,870 28,722 4,809 18,662 684
------- ------ ----- ------ ---
Units outstanding at
December 31, 1997 ................. 161,110 42,477 5,589 23,264 684
------- ------ ----- ------ ---
Net premiums ...................... 47,797 12,861 2,801 8,858 4,038
Loan interest ..................... (21) (3) -- -- 22
Transfers (to) from the
general account of Life of
Virginia:
Death benefits ................... (68) -- (84) (39) --
Surrenders ....................... (7,737) (520) (64) (1,149) (27)
Loans ............................ (2,519) (1,038) -- (26) --
Cost of insurance and
administrative expenses......... (20,085) (5,313) (1,139) (3,657) (1,554)
Transfers (to) from the
Guarantee Account ................ (5) -- -- -- --
Interfund transfers ............... 11,118 5,127 (291) 3,504 5,052
--------- -------- ------ ------ ------
Net increase (decrease) in units
from capital transactions ......... 28,480 11,114 1,223 7,491 7,531
--------- -------- ------ ------ ------
Units outstanding at
December 31, 1998 ................. 189,590 53,591 6,812 30,755 8,215
========= ======== ====== ====== ======
<CAPTION>
GOLDMAN SACHS SALOMON
VARIABLE BROTHERS
INSURANCE VARIABLE SERIES
TRUST FUND FUND
--------------- ----------------
GROWTH
AND INCOME INVESTORS
FUND FUND
--------------- ----------------
<S> <C> <C>
Type I Units:
Units outstanding at
December 31, 1995 ................. -- --
-- --
Net premiums ...................... -- --
Loan interest ..................... -- --
Transfers (to) from the
general account of Life of
Virginia:
Death benefits ................... -- --
Surrenders ....................... -- --
Loans ............................ -- --
Cost of insurance and
administrative expenses......... -- --
Interfund transfers ............... -- --
-- --
Net increase (decrease) in units
from capital transactions ......... -- --
-- --
Units outstanding at
December 31, 1996 ................. -- --
-- --
Net premiums ...................... -- --
Loan interest ..................... -- --
Transfers (to) from the
general account of Life of
Virginia:
Death benefits ................... -- --
Surrenders ....................... -- --
Loans ............................ -- --
Cost of insurance and
administrative expenses......... -- --
Interfund transfers ............... -- --
-- --
Net increase (decrease) in units
from capital transactions ......... -- --
-- --
Units outstanding at
December 31, 1997 ................. -- --
-- --
Net premiums ...................... -- --
Loan interest ..................... -- --
Transfers (to) from the
general account of Life of
Virginia:
Death benefits ................... -- --
Surrenders ....................... -- --
Loans ............................ -- --
Cost of insurance and
administrative expenses......... (13) --
Transfers (to) from the
Guarantee Account ................ -- --
Interfund transfers ............... 94 126
--- ---
Net increase (decrease) in units
from capital transactions ......... 81 126
--- ---
Units outstanding at
December 31, 1998 ................. 81 126
=== ===
</TABLE>
A-44
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
-------------------------------------------------------------
S&P 500 GOVERMENT MONEY TOTAL INTERNATIONAL
INDEX SECURITIES MARKET RETURN EQUITY
FUND FUND FUND FUND FUND
----------- ------------ ------------ -------- --------------
<S> <C> <C> <C> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 ................... -- -- -- -- --
-- ------ -- -- --
Net premiums ............................................ 14,211 -- 203,673 1,858 444
Loan interest ........................................... -- -- -- -- --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- -- -- --
Surrenders ............................................ -- -- -- -- --
Loans ................................................. -- -- -- -- --
Cost of insurance and administrative expenses ......... (1,193) -- (6,092) (323) (44)
Interfund transfers ..................................... 2,066 -- (76,055) 2,682 9
------ ------ ------- ----- ---
Net increase in units from capital transactions .......... 15,084 -- 121,526 4,217 409
------ ------ ------- ----- ---
Units outstanding at December 31, 1998 ................... 15,084 -- 121,526 4,217 409
====== ====== ======= ===== ===
</TABLE>
<TABLE>
<CAPTION>
GE INVESTMENTS FUNDS, INC.
-----------------------------------------------------------------
REAL ESTATE GLOBAL VALUE
SECURITIES INCOME EQUITY INCOME U.S. EQUITY
FUND FUND FUND FUND FUND
------------- -------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 ................... -- -- -- -- --
-- ------ ------- ------ ----
Net premiums ............................................ 4,046 134 5,572 14 3,071
Loan interest ........................................... -- -- -- -- --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- -- -- --
Surrenders ............................................ (16) -- (6) -- (8)
Loans ................................................. -- -- -- -- --
Cost of insurance and administrative expenses ......... (252) (24) (386) (24) (203)
Interfund transfers ..................................... 1,224 -- 4,923 214 1,879
----- ------ ------- ------ ------
Net increase in units from capital transactions .......... 5,002 110 10,103 204 4,739
----- ------ ------- ------ ------
Units outstanding at December 31, 1998 ................... 5,002 110 10,103 204 4,739
===== ====== ======= ====== ======
</TABLE>
A-45
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
-------------------------------------------------------------
CAPITAL HIGH MULTIPLE
BOND APPRECIATION GROWTH INCOME STRATEGIES
FUND FUND FUND FUND FUND
-------- -------------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 ................... -- -- -- -- --
-- -- -- -- --
Net premiums ............................................ 2,180 1,554 2,669 1,658 2,207
Loan interest ........................................... -- -- -- -- --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- -- -- --
Surrenders ............................................ -- -- -- -- --
Loans ................................................. -- -- -- -- --
Cost of insurance and administrative expenses ......... (319) (145) (343) (103) (63)
Interfund transfers ..................................... 675 1,719 456 255 46
----- ----- ----- ----- -----
Net increase in units from capital transactions .......... 2,536 3,128 2,782 1,810 2,190
----- ----- ----- ----- -----
Units outstanding at December 31, 1998 ................... 2,536 3,128 2,782 1,810 2,190
===== ===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
------------------------------------------------------------------
MONEY HIGH EQUITY-
MARKET INCOME INCOME GROWTH OVERSEAS
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 ................... -- -- -- -- --
------ ------ -- ---- --
Net premiums ............................................ -- -- 4,605 1,787 590
Loan interest ........................................... -- -- -- -- --
Transfers (to) from the general account of Life of
Virginia:
Death benefits ........................................ -- -- -- -- --
Surrenders ............................................ -- -- -- (2) --
Loans ................................................. -- -- -- -- --
Cost of insurance and administrative expenses ......... -- -- (436) (186) (63)
Interfund transfers ..................................... -- -- 2,211 171 44
------ ------ ----- ------ ---
Net increase in units from capital transactions .......... -- -- 6,380 1,770 571
------ ------ ----- ------ ---
Units outstanding at December 31, 1998 ................... -- -- 6,380 1,770 571
====== ====== ===== ====== ===
</TABLE>
A-46
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
VARIABLE INSURANCE
PRODUCTSFUND II
------------------------
ASSET
MANAGER CONTRAFUND
PORTFOLIO PORTFOLIO
----------- ------------
<S> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 .................. -- --
-- --
Net premiums ........................................... 1,321 11,842
Loan interest .......................................... -- --
Transfers (to) from the general account of
Life of Virginia:
Death benefits ....................................... -- --
Surrenders ........................................... -- (35)
Loans ................................................ -- (123)
Cost of insurance and administrative
expenses ............................................ (67) (904)
Interfund transfers .................................... 24 4,847
----- ------
Net increase in units from capital transactions ......... 1,278 15,627
----- ------
Units outstanding at December 31, 1998 .................. 1,278 15,627
===== ======
<CAPTION>
VARIABLE INSURANCE FEDERATED INVESTORS
PRODUCTSFUND III INSURANCE SERIES
--------------------------- --------------------
GROWTH & GROWTH AMERICAN
INCOME OPPORTUNITIES LEADERS
PORTFOLIO PORTFOLIO FUND II
----------- --------------- --------------------
<S> <C> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 .................. -- -- --
-- -- --
Net premiums ........................................... 6,034 2,476 3,993
Loan interest .......................................... -- -- --
Transfers (to) from the general account of
Life of Virginia:
Death benefits ....................................... -- -- --
Surrenders ........................................... -- (31) --
Loans ................................................ 201 -- --
Cost of insurance and administrative
expenses ............................................ (599) (208) (282)
Interfund transfers .................................... 3,160 245 1,544
----- ----- -----
Net increase in units from capital transactions ......... 8,796 2,482 5,255
----- ----- -----
Units outstanding at December 31, 1998 .................. 8,796 2,482 5,255
===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
FEDERATED INVESTORS
INSURANCE SERIES ALGER AMERICAN FUND
------------------------- ------------------------
HIGH INCOME UTILITY SMALL CAP GROWTH
FUND II FUND II PORTFOLIO PORTFOLIO
------------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 .................. -- -- -- --
-- -- -- --
Net premiums ........................................... 1,042 1,404 2,957 2,770
Loan interest .......................................... -- -- -- --
Transfers (to) from the general account of
Life of Virginia:
Death benefits ....................................... -- -- -- --
Surrenders ........................................... -- -- -- --
Loans ................................................ -- -- -- --
Cost of insurance and administrative
expenses ............................................ (90) (89) (317) (366)
Interfund transfers .................................... 85 35 3,104 3,686
----- ----- ----- -----
Net increase in units from capital transactions ......... 1,037 1,350 5,744 6,090
----- ----- ----- -----
Units outstanding at December 31, 1998 .................. 1,037 1,350 5,744 6,090
===== ===== ===== =====
</TABLE>
A-47
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
<TABLE>
<CAPTION>
JANUS ASPEN SERIES
--------------------------------------------------------------------
AGGRESSIVE FLEXIBLE
GROWTH GROWTH WORLD WIDE BALANCED INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------ ----------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 ......... -- -- -- -- --
-- -- -- -- --
Net premiums .................................. 8,732 9,826 15,030 10,226 365
Loan interest ................................. -- -- -- -- --
Transfers (to) from the general account of
Life of Virginia:
Death benefits .............................. -- -- -- -- --
Surrenders .................................. -- (23) (22) -- --
Loans ....................................... -- -- -- -- --
Cost of insurance and administrative
expenses ................................... (594) (753) (1,180) (735) (44)
Interfund transfers ........................... 3,849 1,299 5,095 3,376 111
----- ----- ------ ------ ---
Net increase in units from capital
transactions .................................. 11,987 10,349 18,923 12,867 432
------ ------ ------ ------ ---
Units outstanding at December 31, 1998 ......... 11,987 10,349 18,923 12,867 432
====== ====== ====== ====== ===
</TABLE>
<TABLE>
<CAPTION>
GOLDMAN SACHS
PBHG INSURANCE VARIABLE INSURANCE
JANUS ASPEN SERIES SERIES FUND, INC. TRUST FUND
------------------------------ ------------------------ -----------------------
INTERNATIONAL CAPITAL PBHG LARGE PBHG GROWTH MID CAP
GROWTH APPRECIATION CAP GROWTH GROWTH II AND INCOME EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO FUND FUND
--------------- -------------- ------------ ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Type II Units:
Units outstanding at December 31, 1997 ........ -- -- -- -- -- --
-- -- -- ---- -- --
Net premiums ................................. 15,053 3,233 812 367 1,115 742
Loan interest ................................ -- -- -- -- -- --
Transfers (to) from the general account of
Life of Virginia:
Death benefits ............................. -- -- -- -- -- --
Surrenders ................................. -- -- (20) (8) -- --
Loans ...................................... -- -- -- -- -- --
Cost of insurance and administrative
expenses .................................. (999) (279) (127) (74) (23) (131)
Interfund transfers .......................... 7,307 595 -- 2,930 -- 10,240
------ ----- ---- ------ ----- ------
Net increase in units from capital
transactions ................................. 21,361 3,549 665 3,215 1,092 10,851
------ ----- ---- ------ ----- ------
Units outstanding at December 31, 1998 ........ 21,361 3,549 665 3,215 1,092 10,851
====== ===== ==== ====== ===== ======
</TABLE>
(D) FEDERAL INCOME TAXES
The Account is not taxed separately because the operations of the Account
are part of the total operations of Life of Virginia. Life of Virginia is taxed
as a life insurance company under the Internal Revenue Code (the Code). Life of
Virginia is included in the General Electric Capital Assurance Company
consolidated federal income tax return. Under existing federal income tax law,
no taxes are payable on the investment income or on the capital gains of the
Account.
A-48
<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
(E) USE OF ESTIMATES
Financial statements prepared in conformity with generally accepted
accounting principles require management to make estimates and assumptions that
affect amounts and disclosures reported therein. Actual results could differ
from those estimates.
(3) RELATED PARTY TRANSACTIONS
Net premiums transferred from Life of Virginia to the Account represent
gross premiums recorded by Life of Virginia on its flexible premium variable
life insurance policies, less deductions of 7.5% retained as compensation for
certain distribution expenses and premium taxes. In addition, there is a
deferred sales charge of up to 45% of the first year's premiums. This charge
will be deducted from the policy's cash value in equal installments at the
beginning of each of the policy years two through ten with any remaining
installments deducted at policy lapse or surrender.
For Type 1 policies, if a policy is surrendered or lapses during the first
nine years, a charge is made by Life of Virginia to cover the expenses of
issuing the policy. The charge is a stated percentage of the insurance amount
and varies by the age of the policyholder when issued and period of time that
the policy has been in force. A charge equal to the lesser of $25 or 2% of the
amount paid on a partial surrender will be made to compensate Life of Virginia
for the costs incurred in connection with the partial surrender.
A charge based on the policy specified amount of insurance, death benefit
option, cash values, duration, the insured's sex, issue age and risk class is
deducted from the policy cash values each month to compensate Life of Virginia
for the cost of insurance and any benefits added by rider. In addition, Life of
Virginia charges the Account for the mortality and expense risk that Life of
Virginia assumes. This charge is deducted daily at an effective annual rate of
.70% of the net assets of the Account. For policies issued on or after May 1,
1993, Life of Virginia will deduct a monthly administrative charge of $6 from
the policy cash value and for policies issued prior to May 1, 1993, Life of
Virginia will deduct a monthly administrative charge of $5 from the policy cash
value.
GE Investments Funds, Inc. (the Fund) is an open-end diversified
management investment company.
Capital Brokerage Corporation, an affiliate of Life of Virginia, is a
Washington Corporation registered with the Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. Capital Brokerage Corporation serves as
principal underwriter for variable life insurance policies and annuities issued
by Life of Virginia.
GE Investment Management Incorporated (Investment Advisor), a wholly-owned
subsidiary of GE, currently serves as investment advisor to GE Investments
Funds, Inc. As compensation for its services, the Investment Advisor is paid an
investment advisory fee by the Fund based on the average daily net assets at an
effective annual rate of .35% for the S&P 500 Index Fund, .50% for the Money
Market, Income Fund and Total Return Funds, 1.00% for the International Equity
Fund, .85% for the Real Estate Securities Fund, .60% for the Global Income
Fund, .65% for the Value Equity Fund and .55% for the U.S. Equity Fund. Prior
to May 1, 1997, Aon Advisors, Inc. served as investment advisor to the Fund and
was subject to the same compensation arrangement as GE Investment Management
Incorporated.
Certain officers and directors of Life of Virginia are also officers and
directors of Capital Brokerage Corporation.
(4) SUBSEQUENT EVENT
Effective January 1, 1999, The Life Insurance Company of Virginia merged
with The Harvest Life Insurance Company to form GE Life and Annuity Assurance
Company. Concurrently, the Account changed its name to GE Life & Annuity
Separate Account II. Neither of these events have an impact on net assets or
unit values.
<PAGE>
Independent Auditors' Report
The Board of Directors
The Life Insurance Company of Virginia:
We have audited the accompanying consolidated balance sheets of The Life
Insurance Company of Virginia (an indirect wholly-owned subsidiary of General
Electric Capital Corporation) and subsidiary as of December 31, 1998 and 1997,
and the related consolidated statements of income and comprehensive income,
shareholders' interest, and cash flows for the years then ended, and the nine
months ended December 31, 1996. We have also audited the pre-acquisition
statements of income and comprehensive income, shareholders' interest and cash
flows for the three months ended March 31, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Life Insurance
Company of Virginia and subsidiary as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for the years then ended, the
nine months ended December 31, 1996 and the pre-acquisition three months ended
March 31, 1996, in conformity with generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, effective April
1, 1996, General Electric Capital Corporation acquired all of the outstanding
stock of The Life Insurance Company of Virginia in a business combination
accounted for as a purchase. As a result of the acquisition, the consolidated
financial information for the periods after the acquisition is presented on a
different cost basis than that for the periods before the acquisition and,
therefore, is not comparable.
KPMG LLP
Richmond, Virginia
January 22, 1999
<PAGE>
<TABLE>
<CAPTION>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in millions, except per share amounts)
December 31,
------------
ASSETS 1998 1997
- ------ ---------- ----------
<S> <C> <C>
Investments:
Fixed maturities available-for-sale, at fair value $ 6,077.2 $ 5,622.6
Equity securities available-for-sale, at fair value:
Common stocks 6.1 9.6
Preferred stocks, non-redeemable 48.3 95.1
Investment in subsidiary 2.6 2.6
Mortgage loans, net of valuation allowance of $20.0 and $17.2
at December 31, 1998 and 1997, respectively 528.1 496.2
Policy loans 198.3 188.4
Real estate owned 2.5 6.9
Other invested assets 130.8 49.5
----- ----
Total investments 6,993.9 6,470.9
------- -------
Cash 9.6 0.2
Accrued investment income 122.8 123.1
Deferred acquisition costs 242.0 165.0
Intangible assets 390.0 449.7
Reinsurance recoverable 15.3 8.7
Deferred income tax asset 41.1 57.4
Other assets 42.5 23.3
Separate account assets 5,528.7 4,066.4
------- -------
Total assets $ 13,385.9 $ 11,364.7
========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in millions, except per share amounts)
<TABLE>
<CAPTION>
December 31,
------------
LIABILITIES AND SHAREHOLDERS' INTEREST 1998 1997
---- ----
Liabilities:
<S> <C> <C>
Future annuity and contract benefits $ 6,455.3 $ 5,889.8
Liability for policy and contract claims 119.6 83.0
Other policyholder liabilities 86.4 75.2
Accounts payable and accrued expenses 108.8 101.0
Separate account liabilities 5,528.7 4,066.4
------- -------
Total liabilities 12,298.8 10,215.4
-------- --------
Shareholders' interest:
Net unrealized investment gains 49.8 74.3
-------- --------
Accumulated non-owner changes in equity 49.8 74.3
Preferred stock, Series A ($1,000 par value,
$1,000 redemption and liquidation value; 200,000
authorized, 120,000 shares issued and outstanding) 120.0 -
Common stock ($1,000 par value, 50,000
authorized, 4,000 shares issued and outstanding) 4.0 4.0
Common stock declared but not issued ($1,000
par value, 18,641 shares declared, 50,000 authorized) 18.6 -
Additional paid-in capital 917.6 925.9
Retained earnings (22.9) 145.1
----- -----
Total shareholders' interest 1,087.1 1,149.3
------- -------
Total liabilities and shareholders' interest $ 13,385.9 $ 11,364.7
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Dollar amounts in millions)
<TABLE>
<CAPTION>
Preacquisition
--------------
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Net investment income $ 482.7 $ 472.5 $ 334.4 $ 112.0
Net realized investment gains 26.3 13.3 6.0 9.0
Premiums 99.9 104.4 65.4 60.0
Cost of insurance 128.5 127.2 78.3 28.9
Variable product fees 60.8 44.4 23.1 5.9
Other income 17.6 18.5 11.6 4.5
--- ---- ---- ---
Total revenues 815.8 780.3 518.8 220.3
----- ----- ----- -----
Benefits and expenses:
Interest credited 329.6 323.4 226.0 76.1
Benefits & other changes in policy reserves 172.4 160.8 100.4 89.9
Commissions 99.2 117.3 78.5 35.7
General expenses 98.5 77.5 49.6 15.3
Amortization of intangibles, net 49.0 59.6 50.1 0.6
Change in deferred acquisition costs, net (76.2) (101.5) (71.7) (16.2)
Interest expense 2.0 - - -
--- ----- ----- -----
Total benefits and expenses 674.5 637.1 432.9 201.4
----- ----- ----- -----
Income before income taxes 141.3 143.2 85.9 18.9
Provision for income taxes 50.7 52.2 31.8 7.0
---- ---- ---- ---
Net income 90.6 91.0 54.1 11.9
---- ---- ---- ----
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities, net (24.5) 54.9 19.4 (91.2)
----- ---- ---- -----
Comprehensive income (loss) $ 66.1 $ 145.9 $ 73.5 $ (79.3)
====== ======= ====== =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INTEREST
(Dollar amounts in millions, except share amounts)
<TABLE>
<CAPTION>
Common Stock
Declared
Preferred Stock Common Stock but not Issued
--------------- ------------ --------------
Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES AT DECEMBER 31, 1995 - $ - 4,000 $ 4.0 - $ -
Comprehensive income:
Net income - - - - - -
Other comprehensive income, net of tax
Unrealized loss on securities, net - - - - - -
------ ------ ------ ------ ------ ------
Total comprehensive income - - - - - -
Capital contribution from parents - - - - - -
------ ------ ------ ------ ------ ------
BALANCES AT MARCH 31, 1996 - - 4,000 4.0 - -
Comprehensive income:
Net income - - - - - -
Other comprehensive income, net of tax
Unrealized gain on securities, net - - - - - -
------ ------ ------ ------ ------ ------
Total comprehensive income - - - - - -
Adjustment to reflect purchase method - - - - - -
------ ------ ------ ------ ------ ------
BALANCES AT DECEMBER 31, 1996 - - 4,000 4.0 - -
Comprehensive income:
Net income - - - - - -
Other comprehensive income, net of tax
Unrealized gain on securities, net - - - - - -
------ ------ ------ ------ ------ ------
Total comprehensive income - - - - - -
Adjustment to reflect purchase method - - - - - -
------ ------ ------ ------ ------ ------
BALANCES AT DECEMBER 31, 1997 - - 4,000 4.0 - -
Comprehensive income:
Net income - - - - - -
Other comprehensive income, net of tax
Unrealized loss on securities, net - - - - - -
------ ------ ------ ------ ------ ------
Total comprehensive income - - - - - -
Cash dividend declared and paid - - - - - -
Preferred stock dividend 120,000 120.0 - - - -
Common stock dividend declared but not issued - - - - 18,641 18.6
Adjustment to reflect purchase method - - - - - -
------ ------ ------ ------ ------ ------
BALANCES AT DECEMBER 31, 1998 120,000 $120.0 4,000 $ 4.0 18,641 $ 18.6
======= ====== ===== ===== ====== ======
Accumulated
Additional Non-owner Retained Total
Paid-In Changes Earnings Shareholders'
Capital in Equity (Deficit) Interest
------- --------- --------- --------
BALANCES AT DECEMBER 31, 1995 $749.1 $103.1 $(34.3) $ 821.9
Comprehensive income:
Net income - - 11.9 11.9
Other comprehensive income, net of tax
Unrealized loss on securities, net - (91.2) - (91.2)
------- --------- -------- --------
Total comprehensive income - (91.2) 11.9 (79.3)
Capital contribution from parents 69.3 - - 69.3
------- --------- -------- ---------
BALANCES AT MARCH 31, 1996 818.4 11.9 (22.4) 811.9
Comprehensive income:
Net income - - 54.1 54.1
Other comprehensive income, net of tax
Unrealized gain on securities, net - 19.4 - 19.4
------- --------- -------- --------
Total comprehensive income - 19.4 54.1 73.5
Adjustment to reflect purchase method 109.7 (11.9) 22.4 120.2
------- --------- -------- ---------
BALANCES AT DECEMBER 31, 1996 928.1 19.4 54.1 1,005.6
Comprehensive income:
Net income - - 91.0 91.0
Other comprehensive income, net of tax
Unrealized gain on securities, net - 54.9 - 54.9
------- --------- -------- -------
Total comprehensive income - 54.9 91.0 145.9
Adjustment to reflect purchase method (2.2) - - (2.2)
------- --------- -------- ---------
BALANCES AT DECEMBER 31, 1997 925.9 74.3 145.1 1,149.3
Comprehensive income:
Net income - - 90.6 90.6
Other comprehensive income, net of tax
Unrealized loss on securities, net - (24.5) - (24.5)
------- --------- -------- -------
Total comprehensive income - (24.5) 90.6 66.1
Cash dividend declared and paid - - (120.0) (120.0)
Preferred stock dividend - - (120.0) -
Common stock dividend declared but not issued - - (18.6) -
Adjustment to reflect purchase method (8.3) - - (8.3)
------- --------- -------- --------
BALANCES AT DECEMBER 31, 1998 $ 917.6 $ 49.8 $ (22.9) $1,087.1
======== ========= ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in millions)
<TABLE>
<CAPTION>
Preacquisition
--------------
Nine months Three months
ended ended
Years ended December 31, December 31, March 31,
1998 1997 1996 1996
---- ---- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C> <C>
Net income $ 90.6 $ 91.0 $ 54.1 $ 11.9
------ ------ ------ ------
Adjustments to reconcile net income to net cash by
operating activities:
Cost of insurance and surrender fees (169.6) (168.8) (89.3) (32.5)
Increase in future policy benefits 420.4 405.0 277.8 (4.9)
Net realized investment gains (26.3) (13.3) (6.0) (9.0)
Amortization of investment premiums and discounts 1.9 7.2 6.5 0.7
Amortization of intangibles 49.5 59.6 50.1 0.6
Deferred income tax expense (benefit) 29.5 (12.6) (7.9) 10.8
Change in certain assets and liabilities:
Decrease (increase) in:
Accrued investment income 0.3 (5.3) (37.6) 4.1
Deferred acquisition costs (76.2) (101.5) (71.7) (16.2)
Other assets, net (19.2) (9.3) 28.5 (55.9)
Increase (decrease) in:
Policy and contract claims 30.8 37.0 29.9 4.6
Other policyholder liabilites 11.3 (3.6) 71.4 9.8
Accounts payable and accrued expenses 24.7 (99.9) (15.7) 87.5
---- ----- ----- ----
Total adjustments 277.1 94.5 236.0 (0.4)
----- ---- ----- ----
Net cash provided by operating activities 367.7 185.5 290.1 11.5
----- ----- ----- ----
Cash flows from investing activities:
Proceeds from investment securities and other invested assets 1,901.6 788.6 1,123.1 299.5
Principal collected on mortgage loans 116.5 87.1 46.4 8.3
Purchase of investment securities and other invested assets (2,410.4) (1,115.7) (1,280.5) (169.2)
Mortgage loan originations and increase in policy loan balance (161.0) (13.7) (23.7) (40.4)
------ ----- ----- -----
Net cash provided by (used in) investing activities (553.3) (253.7) (134.7) 98.2
------ ------ ------ ----
Cash flows from financing activities:
Proceeds from issue of investment contracts 2,224.8 1,894.2 1,098.5 301.9
Redemption and benefit payments on investment contracts (1,909.8) (1,874.6) (1,304.0) (358.8)
Cash dividend to shareholders (120.0) - - (40.0)
Capital contribution - - 2.8
--- --- --- ---
Net cash provided by (used in) financing activities 195.0 19.6 (205.5) (94.1)
----- ---- ------ -----
Net increase (decrease) in cash and cash equivalents 9.4 (48.6) (50.1) 15.6
Cash and cash equivalents at beginning of year 0.2 48.8 98.9 83.3
--- ---- ---- ----
Cash and cash equivalents at end of year $ 9.6 $ 0.2 $ 48.8 $ 98.9
===== ===== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
(1) Summary of Significant Accounting Policies
(a) Principles of Consolidation
The accompanying consolidated financial statements include the
historical operations and accounts of The Life Insurance Company of Virginia and
its subsidiary, Assigned Settlements Inc. (collectively the "Company" or "Life
of Virginia"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
Prior to April 1, 1996, Combined Insurance Company of America ("CICA")
owned 100% or 4,000 shares of Life of Virginia. CICA is a wholly-owned
subsidiary of AON Corporation ("AON"). On April 1, 1996, CICA sold 100% of the
issued and outstanding shares of Life of Virginia to General Electric Capital
Corporation ("GE Capital"). Immediately thereafter, 80% was contributed to
General Electric Capital Assurance Company (the "Parent" or "GECA"). On December
31, 1996, the remaining 20% was contributed to GE Financial Assurance Holdings,
Inc. ("GEFAHI"). GECA is an indirect wholly-owned subsidiary of GEFAHI.
(b) Basis of Presentation
The accompanying consolidated financial statements have been prepared
on the basis of generally accepted accounting principles ("GAAP") for insurance
companies, which vary in several respects from accounting practices prescribed
or permitted by the Insurance Commissioner of the state where the Company is
domiciled. The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts and related disclosures. Actual results could differ from those
estimates.
Certain prior year amounts have been reclassified to conform to current
year presentation.
(c) Products
The Company primarily sells variable annuities and universal life
insurance to customers throughout most of the United States. The Company
distributes variable annuities primarily through intermediaries such as
stockbrokers and universal life insurance primarily through career agents and
independent brokers. The Company is also engaged in the sale of traditional
individual and group life products and guaranteed investment contracts.
Approximately 21%, 29%, and 31% of premium and annuity consideration collected,
in 1998, 1997, and 1996, respectively, came from customers residing in the South
Atlantic region of the United States, and approximately 28%, 13%, and 9% of
premium and annuity consideration collected, in 1998, 1997, and 1996,
respectively, came from customers residing in the Mid-Atlantic region of the
United States.
Although the Company markets its products through numerous
distributors, approximately 23%, 22%, and 21% of the Company's sales in 1998,
1997, and 1996,
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
respectively, have been through two specific national stockbrokerage firms. Loss
of all or a substantial portion of the business provided by these stockbrokerage
firms could have a material adverse effect on the business and operations of the
Company. The Company does not believe, however, that the loss of such business
would have a long-term adverse effect because of the Company's competitive
position in the marketplace and the availability of business from other
distributors.
(d) Purchase Accounting Method
Upon acquisition of Life of Virginia by GE Capital, Life of Virginia
restated its financial statements in accordance with the purchase method of
accounting. The net purchase price for Life of Virginia and its subsidiary of
$921.6 was allocated according to the fair values of the acquired assets and
liabilities, including the estimated present value of future profits. These
allocated values were dependent upon policies in force and market conditions at
the time of closing.
In addition to revaluing all material tangible assets and liabilities
to their respective estimated fair values as of the closing date of the sale,
Life of Virginia also recorded in its consolidated financial statements the
excess of cost over fair value of net assets acquired (goodwill) as well as the
present value of future profits to be derived from the purchased business. These
amounts were determined in accordance with the purchase method of accounting.
This new basis of accounting resulted in an increase in shareholders' equity of
$109.7 (net of purchase accounting adjustments of $8.3 and $2.2 in 1998 and
1997, respectively), reflecting the application of the purchase method of
accounting. The Company's consolidated financial statements subsequent to April
1, 1996 reflect this new basis of accounting.
All amounts for periods ended before April 1, 1996 are labeled
"Preacquisition" and are based on the preacquisition historical costs in
accordance with generally accepted accounting principles. The periods ending
after such date are based on fair values at April 1, 1996 (which becomes the new
cost basis) and subsequent costs in accordance with the purchase method of
accounting.
(e) Revenues
Investment income is recorded when earned. Realized investment gains
and losses are calculated on the basis of specific identification. Premiums on
long-duration insurance products are recognized as earned when due or, in the
case of life contingent immediate annuities, when the contracts are issued.
Premiums received under annuity contracts without significant mortality risk and
premiums received on universal life products are not reported as revenues but as
future annuity and contract benefits. Cost of insurance is charged to universal
life policyholders based upon at risk amounts, and is recognized as revenue when
due. Variable product fees are charged to variable annuity and variable life
policyholders based upon the daily net assets of the policyholders' account
values, and are recognized as revenue when charged.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
Other income consists primarily of surrender charges on certain policies.
Surrender charges are recognized as income when the policy is surrendered.
(f) Statements of Cash Flows
Certificates and other time deposits are classified as short-term
investments on the consolidated balance sheets and considered cash equivalents
on the consolidated statements of cash flows.
(g) Investments
The Company has designated its fixed maturities (bonds, notes,
mortgage-backed securities, and redeemable preferred stock) and equity
securities (common and non-redeemable preferred stock) as available-for-sale.
The fair value for fixed maturities and equity securities is based on individual
quoted market prices, where available. For fixed maturities not actively traded,
fair values are estimated using values obtained from independent pricing
services or, in the case of private placements, are estimated by discounting
expected future cash flows using a current market rate applicable to the credit
quality, call features and maturity of the investments, as applicable.
Changes in the market values of investments available-for-sale, net of
the effect on deferred policy acquisition costs, present value of future profits
and deferred federal income taxes are reflected as unrealized investment gains
or losses in a separate component of shareholders' interest and, accordingly,
have no effect on net income but are shown as a component of other comprehensive
income (loss). Unrealized losses that are considered other than temporary are
recognized in earnings through an adjustment to the amortized cost basis of the
underlying securities. Additionally, reserves for mortgage loans and certain
other long-term investments are established based on an evaluation of the
respective investment portfolio, past credit loss experience, and current
economic conditions. Writedowns and the change in reserves are included in
realized investment gains and losses in the consolidated statements of income
and comprehensive income. In general, the Company ceases to accrue investment
income when interest or dividend payments are in arrears.
Investment income on mortgage-backed securities is initially based upon
yield, cash flow and prepayment assumptions at the date of purchase. Subsequent
revisions in those assumptions are recorded using the retrospective method,
whereby the amortized cost of the securities is adjusted to the amount that
would have existed had the revised assumptions been in place at the date of
purchase. The adjustments to amortized cost are recorded as a charge or credit
to investment income. Realized gains and losses are accounted for on the
specific identification method.
Mortgage loans and policy loans are carried at their unpaid principal
balance, net of allowances for estimated uncollectible amounts. Short-term
investments are carried at amortized cost which approximates fair value. Equity
securities are carried at fair value. Investments in limited partnerships are
accounted for under the equity method of accounting. Real estate is
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
carried generally at cost less accumulated depreciation. Other long-term
investments are carried generally at amortized cost.
Under certain securities lending transactions, the Company requires the
borrower provide collateral, consisting primarily of cash and government
securities, on a daily basis, in amounts equal to or exceeding 102% of the
market value of the applicable securities loaned.
(h) Deferred Acquisition Costs
Acquisition costs include costs and expenses which vary with and are
primarily related to the acquisition of insurance and investment contracts.
Deferred acquisition costs include first-year commissions in excess of
recurring renewal commissions, certain solicitation and printing costs, and
certain support costs such as underwriting and policy issue expenses. For
investments and universal life type contracts, amortization is based on the
present value of anticipated gross profits from investments, interest credited,
surrender and other policy charges, and mortality and maintenance expenses.
Amortization is adjusted retroactively when current or estimates of future gross
profits to be realized are revised. For other long-duration insurance contracts,
the acquisition costs are amortized in relation to the estimated benefit
payments or the present value of expected future premiums.
Deferred acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income, and, if not
considered recoverable, are charged to expense.
(i) Intangible Assets
Present Value of Future Profits-In conjunction with the acquisition of
the Company, a portion of the purchase price was assigned to the right to
receive future gross profits arising from existing insurance and investment
contracts. This intangible asset, called present value of future profits (PVFP),
represents the actuarially determined present value of the projected future cash
flows from the acquired policies.
Goodwill-Goodwill is amortized over a period of 20 years on the
straight-line method. Goodwill in excess of associated expected operating cash
flows is considered to be impaired and is written down to fair value. No such
write-downs have occurred.
(j) Federal Income Taxes
Pursuant to the acquisition on April 1, 1996, GE Capital, and AON, the
Company's previous ultimate parent, agreed to file an election to treat the
acquisition of Life of Virginia as an asset acquisition under the provisions of
Internal Revenue Code Section 338(h)(10). As a result of that election, the tax
basis of the Company's assets as of the date of acquisition were revalued based
upon fair market values. The principal effect of the election was to establish a
tax basis of intangibles for the value of the business acquired that is
amortizable for tax purposes over 10-15 years.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
Deferred income taxes have been provided for the effects of temporary
differences between financial reporting and tax bases of assets and liabilities
and have been measured using the enacted marginal tax rates and laws that are
currently in effect.
(k) Reinsurance
Premium revenue, benefits, underwriting, acquisition and insurance
expenses are reported net of the amounts relating to reinsurance ceded to other
companies. Amounts due from reinsurers for incurred future claims are reflected
in the reinsurance recoverable asset. The cost of reinsurance is accounted for
over the terms of the related treaties using assumptions consistent with those
used to account for the underlying reinsured policies.
(l) Future Annuity and Contract Benefits
Future annuity and contract benefits consist of the liability for
investment contracts, insurance contracts and accident and health contracts.
Investment contract liabilities are generally equal to the policyholder's
current account value. The liability for insurance and accident and health
contracts is calculated based upon actuarial assumptions as to mortality,
morbidity, interest, expense and withdrawals, with experience adjustments for
adverse deviation where appropriate.
(m) Liability for Policy and Contract Claims
The liability for policy and contract claims represents the amount
needed to provide for the estimated ultimate cost of settling claims relating to
insured events that have occurred on or before the end of the respective
reporting period. The estimated liability includes requirements for future
payments of (a) claims that have been reported to the insurer, and (b) claims
related to insured events that have occurred but that have not been reported to
the insurer as of the date the liability is estimated.
(n) Separate Account Assets and Liabilities
The separate account assets and liabilities represent funds held for
the exclusive benefit of the variable annuity and variable life contract owners.
The Company receives mortality risk fees and administration charges from the
variable mutual fund portfolios. The separate account assets are carried at fair
value and are equivalent to the liabilities that represent the policyholders'
equity in those assets.
The Company has periodically transferred capital to the separate
accounts to provide for the initial purchase of investments in new mutual fund
portfolios. As of December 31, 1998, approximately $41.8 of the Company's other
invested assets related to its capital investments in the separate accounts.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
(o) INTEREST RATE RISK MANAGEMENT
As a matter of policy, the Company does not engage in derivatives
trading, market-making or other speculative activities.
The Company uses interest rate floors primarily to minimize risk on
investment contracts with minimum guaranteed interest rates. The Company
requires all interest rate floors to be designated and accounted for as hedges
of specific assets, liabilities or committed transactions; resulting payments
and receipts are recognized contemporaneously with effects of hedged
transactions. A payment or receipt arising from early termination of an
effective hedge is accounted for as an adjustment to the basis of the hedged
transaction.
Instruments used as hedges must be effective at reducing the risk
associated with the exposure being hedged and must be designated as a hedge at
the inception of the contract. Accordingly, changes in market values of hedged
instruments must be highly correlated with changes in market values of
underlying hedges items both at inception of the hedge and over the life of the
hedge contract. Any instrument designated but ineffective as a hedge is marked
to market and recognized in operations immediately.
(2) INVESTMENTS
(a) General
<TABLE>
<CAPTION>
The sources of investment income of the Company were as follows:
Preacquisition
--------------
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Fixed maturities $ 415.3 $ 399.5 $ 276.9 $ 93.6
Equity securities 4.9 7.3 8.7 4.2
Mortgage loans 46.5 48.3 41.3 13.5
Policy loan interest 14.0 13.3 9.6 2.9
Other investments 6.7 9.0 3.3 0.1
------------- ------------- -------------- --------------
Gross investment income 487.4 477.4 339.8 114.3
Investment expenses (4.7) (4.9) (5.4) (2.3)
------------- ------------- -------------- --------------
Net investment income $ 482.7 $ 472.5 $ 334.4 $ 112.0
============= ============= ============== ==============
</TABLE>
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
Sales proceeds and gross realized investment gains and losses resulting
from the sales of investment securities available-for-sale were as follows:
<TABLE>
<CAPTION>
Preacquisition
--------------
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
-------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
Sales proceeds $ 1,232.5 $ 387.1 $ 818.4 $ 262.9
============== =============== ============== ==============
Gross realized investment:
Gains 40.0 18.2 10.0 10.8
Losses (13.7) (4.9) (4.0) (1.8)
-------------- --------------- -------------- --------------
Net realized investment gains $ 26.3 $ 13.3 $ 6.0 $ 9.0
============== =============== ============== ==============
</TABLE>
The additional proceeds from the investments presented in the
consolidated statements of cash flows result from principal collected on
mortgage-backed securities, maturities, calls and sinking payments.
Net unrealized gains and losses on investment securities classified as
available-for-sale are reduced by deferred income taxes and adjustments to the
present value of future profits and deferred policy acquisition costs that would
have resulted had such gains and losses been realized. Net unrealized gains and
losses on available-for-sale investment securities reflected as a separate
component of shareholders' interest as of December 31, are summarized as
follows:
<TABLE>
<CAPTION>
1998 1997
------------- --------------
<S> <C> <C>
Net unrealized gains on available-for-sale investment securities before
adjustments:
Fixed maturities $ 112.5 $ 154.5
Equity securities 5.5 14.6
Other invested assets 2.3 6.4
------------- --------------
Subtotal 120.3 175.5
------------- --------------
Adjustments to the present value of future profits and deferred acquisition costs: (43.7) (61.2)
Deferred income taxes (26.8) (40.0)
------------- --------------
Net unrealized gains on available-for-sale investment securities: $ 49.8 $ 74.3
============= ==============
</TABLE>
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
Under purchase accounting, the fair value of Life of Virginia's fixed
maturity investments as of April 1, 1996, became Life of Virginia's new cost
basis in such investments. The difference between the new cost basis and
original par is then amortized against investment income over the remaining
effective lives of the fixed maturity investments.
At December 31, the amortized cost, gross unrealized gains and losses,
and fair values of the Company's fixed maturities and equity securities
available-for-sale were as follows:
<TABLE>
<CAPTION>
Gross Gross
1998 Amortized unrealized unrealized Fair
- -------------
cost gains losses value
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Fixed maturities:
U.S. government and agencies $ 36.7 $ 1.3 $ (0.1) $ 37.9
States and municipal 1.6 0.4 - 2.0
Non-U.S. government 3.0 - (0.4) 2.6
U.S. corporate 3,765.9 126.7 (51.8) 3,840.8
Non-U.S. corporate 291.6 5.9 (7.2) 290.3
Mortgage-backed 1,865.9 47.3 (9.6) 1,903.6
----------- ----------- ---------- -----------
Total fixed maturities 5,964.7 181.6 (69.1) 6,077.2
Common stocks and non-redeemable preferred stocks 48.9 5.8 (0.3) 54.4
----------- ----------- ---------- -----------
Total available-for-sale securities $ 6,013.6 $ 187.4 $ (69.4) $ 6,131.6
=========== =========== ========== ===========
Gross Gross
1997 Amortized unrealized unrealized Fair
- ------------
cost gains losses value
------------ ---------- ---------- ------------
Fixed maturites:
U.S. government and agencies $ 44.3 $ 1.3 $ - $ 45.6
State and municipal 1.8 0.3 - 2.1
Non-U.S. government - - - -
U.S. corporate 3,362.1 120.6 (8.1) 3,474.6
Non-U.S. corporate 200.1 6.5 (0.3) 206.3
Mortgage-backed 1,859.8 39.6 (5.4) 1,894.0
------------ ---------- ---------- ------------
Total fixed maturities 5,468.1 168.3 (13.8) 5,622.6
Common stocks and non-redeemable preferred stocks 90.1 14.6 - 104.7
------------ ---------- ---------- ------------
Total available-for-sale securities $5,558.2 $ 182.9 $ (13.8) $ 5,727.3
============ ========== ========== ============
</TABLE>
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
The scheduled maturity distribution of the fixed maturity portfolio at
December 31 follows. Expected maturities may differ from scheduled contractual
maturities because issuers of securities may have the right to call or prepay
obligations with or without call or prepayment penalties.
1998
-------------------------
Amortized Fair
Cost Value
----------- ------------
Due in one year or less $ 119.6 $ 120.2
Due one year through five years 1,895.0 1,941.1
Due five years through ten years 1,299.4 1,304.5
Due after ten years 784.8 807.8
----------- ------------
Subtotals 4,098.8 4,173.6
Mortgage-backed securities 1,865.9 1,903.6
----------- ------------
Totals $ 5,964.7 $ 6,077.2
=========== ============
As required by law, the Company has investments on deposit with
governmental authorities and banks for the protection of policyholders of $4.0
and $4.7 as of December 31, 1998 and 1997, respectively.
As of December 31, 1998, approximately 26.6% and 14.8% of the Company's
investment portfolio is comprised of securities issued by the manufacturing and
financial industries, respectively, the vast majority of which are rated
investment grade, and which are senior secured bonds. No other industry group
comprises more than 10% of the Company's investment portfolio. This portfolio is
widely diversified among various geographic regions in the United States, and is
not dependent on the economic stability of one particular region.
As of December 31, 1998, the Company did not hold any fixed maturity
securities which exceeded 10% of shareholders' interest.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
The credit quality of the fixed maturity portfolio at December 31,
follows. The categories are based on the higher of the ratings published by
Standard & Poors or Moody's.
<TABLE>
<CAPTION>
1998 1997
------------------------- --------------------------
Fair Fair
value Percent value Percent
------------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Agencies and treasuries $ 270.5 4.5 % $ 308.4 5.5 %
AAA/Aaa 1,518.7 25.0 1,464.5 26.0
AA/Aa 376.6 6.2 320.4 5.7
A/A 1,201.4 19.8 1,101.4 19.6
BBB/Baa 1,762.2 29.0 1,862.3 33.1
BB/Ba 378.3 6.2 306.8 5.5
B/B 187.4 3.1 76.7 1.4
Not rated 382.1 6.2 182.1 3.2
------------ ---------- ------------ -----------
Totals $ 6,077.2 100.0 % $ 5,622.6 100.0 %
============ ========== ============ ===========
</TABLE>
Bonds with ratings ranging from AAA/Aaa to BBB-/Baa3 are generally
regarded as investment grade securities. Some agencies and treasuries (that is,
those securities issued by the United States government or an agency thereof)
are not rated, but all are considered to be investment grade securities.
Finally, some securities, such as private placements, have not been assigned a
rating by any rating service and are therefore categorized as "not rated." This
has neither positive nor negative implications regarding the value of the
security.
(b) Mortgage and Real Estate Portfolio
The Company's mortgage and real estate portfolio is distributed by
geographic location and type. However, the Company has concentration exposures
in certain regions and in certain types as shown in the following two tables.
Geographic distribution as of December 31, 1998:
Mortgage Real Estate
------------ ------------
South Atlantic 38.4 % 100.0 %
Pacific 16.3 -
East North Central 14.7 -
West South Central 10.8 -
Mountain 10.5 -
Other 9.3 -
------------ ------------
Totals 100.0 % 100.0 %
============ ============
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
Type distribution as of December 31, 1998:
Mortgage Real Estate
------------- ------------
Office Building 23.6 % - %
Retail 23.3 100.0
Industrial 22.4 -
Apartments 21.2 -
Other 9.5 -
------------- ------------
Totals 100.0 % 100.0 %
============= ============
"Impaired" loans are defined under generally accepted accounting
principles as loans for which it is probable that the lender will be unable to
collect all amounts due according to the original contractual terms of the loan
agreement. That definition excludes, among other things, leases or large groups
of smaller-balance homogenous loans, and therefore applies principally to the
Company's commercial loans.
Under these definitions, the Company has two types of "impaired" loans
as of December 31, 1998 and 1997: loans requiring allowances for losses and
loans expected to be fully recoverable because the carrying amount has been
reduced previously through charge-offs or deferral at income recognition ($11.3
and $23.0, respectively). There was no allowance for losses on these loans as of
December 31, 1998 and 1997. Average investment in impaired loans during 1998 and
1997 was $20.0 and $23.0 and interest income earned on these loans while they
were considered impaired was $1.8 and $2.0 for the years ended 1998 and 1997,
respectively. There were no impaired loans nor related interest income earned on
such loans in 1996.
The following table shows the activity in the allowance for losses
during the years ended December 31:
1998 1997
--------------- ---------------
Balance on January 1 $ 17.2 $ 20.8
Provision charged to operations 1.1 1.1
Amounts written off, net of recoveries 1.7 (4.7)
--------------- ---------------
Balance at December 31 $ 20.0 $ 17.2
=============== ===============
The allowance for losses on mortgage loans at December 31, 1998 and
1997 represented 3.6% and 3.4% of gross mortgage loans, respectively.
The Company had $5.6 and $6.4 of non-income producing mortgage loan
investments as of December 31, 1998 and December 31, 1997, respectively.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
(3) Deferred Acquisition Costs
<TABLE>
<CAPTION>
Activity impacting deferred policy acquisition costs was as follows:
Preacquisition
----------------
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Unamortized balance - beginning of period $ 173.2 $ 71.7 $ - $ 363.9
Costs deferred 93.6 112.3 74.9 22.2
Amortization, net (17.4) (10.8) (3.2) (6.0)
--------------- --------------- --------------- ----------------
Unamortized balance - end of period 249.4 173.2 71.7 380.1
Cumulative effect of net unrealized
investment (gains) losses (7.4) (8.2) (1.4) 17.9
--------------- --------------- --------------- ----------------
Recorded balance $ 242.0 $ 165.0 $ 70.3 $ 398.0
=============== =============== =============== ================
</TABLE>
(4) Intangibles
(a) Present Value of Future Profits (PVFP)
As of April 1, 1996, Life of Virginia established an intangible asset
that represents the present value of future profits ("PVFP"). PVFP reflects the
estimated fair value of the Company's life insurance business in-force and
represents the portion of the cost to acquire the Company that is allocated to
the value of the right to receive future cash flows from insurance contracts
existing at the date of acquisition. Such value is the present value of the
actuarially determined projected cash flows for the acquired policies discounted
at an appropriate rate.
PVFP is amortized, net of accreted interest, in a manner similar to the
amortization of deferred acquisition costs. Interest accretes at rates credited
to policyholders on underlying contracts. Recoverability of PVFP is evaluated
periodically by comparing the current estimate of expected future gross profits
to the unamortized asset balance. If such a comparison indicates that the
expected gross profits will not be sufficient to recover PVFP, the difference is
charged to expense.
Prior to April 1, 1996, Life of Virginia's PVFP was calculated in a
similar manner as the PVFP discussed above and related to policies in-force on
April 30, 1986, the date the Company was acquired by AON. Under purchase
accounting this PVFP was removed.
PVFP is further adjusted to reflect the impact of unrealized gains or
losses on fixed maturities classified as available for sale in the investment
portfolios. Such adjustments are not recorded in the Company's net income but
rather as a credit or charge to shareholders' interest, net of applicable income
tax. The components of PVFP are as follows:
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
<TABLE>
<CAPTION>
Preacquisition
----------------
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
------------ ------------- ------------- ----------------
<S> <C> <C> <C> <C>
Unamortized bal. - beginning of period $ 385.7 $ 438.9 $ - $ 32.6
Purchase accounting adjustments - - 484.0 -
Interest accrued at 6.25%, 6.75% and 6.25%
for 1998, 1997, and 1996, respectively 24.0 28.4 22.4 0.5
Amortization (70.4) (81.6) (67.5) (1.1)
------------ ------------- ------------- ----------------
Unamortized balance - end of period 339.3 385.7 438.9 32.0
Cumulative effect of net unrealized
investment (gains) losses (36.3) (53.1) (19.7) -
------------ ------------- ------------- ----------------
Recorded balance $ 303.0 $ 332.6 $ 419.2 $ 32.0
============ ============= ============= ================
</TABLE>
The estimated percentage of the December 31, 1998 balance, before the
effect of unrealized investment gains or losses, to be amortized over each of
the next five years is as follows:
1999 11.4 %
2000 8.3
2001 7.3
2002 6.0
2003 5.0
(b) Goodwill
At December 31, 1998 and 1997, total unamortized goodwill was $87.0 and
$117.1, respectively, which is shown net of accumulated amortization and
adjustments of $41.4 and $13.2 for the years ended December 31, 1998 and 1997,
respectively. Goodwill amortization was $2.6, $6.4, and $5.0 for the years
ending December 31, 1998 and 1997, and for the nine month period ending December
31, 1996, respectively. Cumulative adjustments to goodwill totaled $(27.6),
($1.9) and $11.2 for the years ending December 31, 1998 and 1997, and for the
nine month period ending December 31, 1996, respectively. Adjustments relate
primarily to the settlement of purchase price with AON.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
(5) Reinsurance and Claim Reserves
Life of Virginia is involved in both the cession and assumption of
reinsurance with other companies. Life of Virginia's reinsurance consists
primarily of long-duration contracts that are entered into with financial
institutions and related party reinsurance. Although these reinsurance
agreements contractually obligate the reinsurers to reimburse the Company, they
do not discharge the Company from its primary liabilities and the Company
remains liable to the extent that the reinsuring companies are unable to meet
their obligations.
In order to limit to amount of loss retention, certain policy risks are
reinsured with other insurance companies. The maximum of individual ordinary
life insurance normally retained by the Company on any one life policy is $1.
The Company does not have significant reinsurance contracts with any one
reinsurer that could have a material impact on its results of operations.
A summary of reinsurance activity is as follows:
<TABLE>
<CAPTION>
Preacquisition
---------------
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Direct $ 333.0 $ 321.3 $ 94.7 $ 73.7
Assumed 19.2 20.7 59.0 35.0
Ceded (123.8) (110.4) (10.0) (19.8)
--------------- --------------- --------------- ---------------
Net premiums earned $ 228.4 $ 231.6 $ 143.7 $ 88.9
--------------- --------------- --------------- ---------------
Percentage of amount assumed to net 8% 9% 41% 39%
=============== =============== =============== ===============
</TABLE>
Due to the nature of the Company's reinsurance contracts, premiums
earned approximate premiums written. The above premium amounts include cost of
insurance charges on universal life policies.
A significant portion of Life of Virginia's ceded premiums relates to
group life and health premiums. Life of Virginia is the primary carrier for the
State of Virginia employees group life and health plan. By statute, Life of
Virginia must reinsure these risks with other Virginia domiciled companies who
wish to participate.
Incurred losses and loss adjustment expenses are net of reinsurance of
$82.3, $72.7, $60.5, and $17.2 for the years ended December 31, 1998 and 1997,
the nine months ended December 31, 1996, and the three months ended March 31,
1996, respectively.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
In connection with the sale of the Company, the following transactions
occurred effective January 1, 1996: single premium deferred annuity liabilities
reinsured with CICA in 1995 were recaptured, guaranteed investment contract
liabilities reinsured with CICA in 1994 were recaptured, other lines of CICA
insurance business inforce were assumed, and other related liabilities of CICA
were assumed. In conjunction with the recapture and assumption, CICA transferred
to Life of Virginia assets with a fair value totaling $842.6. For the three
months ended March 31, 1996, premiums of $33.9, benefits of $46.7, commission
expense of $10.2 and a capital contribution of $69.3 as a result of various
reinsurance transactions.
(6) Future Annuity and Contract Benefits
(a) Investment Contracts
Investment contracts are broadly defined to include contracts without
significant mortality or morbidity risk. Payments received from sales of
investment contracts are recognized by providing a liability equal to the
current account value of the policyholder's contracts. Interest rates credited
to investment contracts are guaranteed for the initial policy term with renewal
rates determined as necessary by management.
(b) Insurance Contracts
Insurance contracts are broadly defined to include contracts with
significant mortality and/or morbidity risk. The liability for future benefits
of insurance contracts is the present value of such benefits based on mortality,
morbidity, and other assumptions which were appropriate at the time the policies
were issued or acquired. These assumptions are periodically evaluated for
potential premium deficiencies. Reserves for cancelable accident and health
insurance are based upon unearned premiums, claims incurred but not reported,
and claims in the process of settlement. This estimate is based on the
experience of the insurance industry and the Company, adjusted for current
trends. Any changes in the estimated liability are reflected in income as the
estimates are revised.
<PAGE>
The following chart summarizes the major assumptions underlying the
Company's recorded liabilities for future annuity and contract benefits:
<TABLE>
<CAPTION>
Mortality/
Withdrawal Morbidity Interest Rate December 31,
----------------------------
Assumption Assumption Assumption 1998 1997
-------------- --------------- -------------- ------------ -------------
<S> <C> <C>
Investment Contracts N/A N/A N/A $ 4,463.3 $ 3,951.4
Limited-payment Contracts None (a) 3.8-9.3% 14.4 14.0
Traditional life insurance contracts Company (b) 7.2% 369.0 363.7
Experience
Universal life-type contracts N/A N/A N/A 1,605.7 1,557.4
Accident & Health Company (c) 7.2% 2.9 3.3
Experience
------------ -------------
Total future annuity and contract benefits $ 6,455.3 $ 5,889.8
============ =============
</TABLE>
a) Either the United States Population Table, 1983 Group Annuitant Mortality
Table or 1983 Individual Annuitant Mortality Table.
b) Principally modifications of the 1965-70 or 1975-80 Select and Ultimate
Tables.
c) The 1958 Commissioner's Standard Ordinary Table and 1964 modified and 1987
Commissioner's Disability Tables.
(7) Income Taxes
Beginning April 1, 1996, Life of Virginia and its subsidiary have been
included in the life insurance company consolidated federal income tax return of
GECA and are also subject to a separate tax-sharing agreement, as approved by
state insurance regulators, the provisions of which are substantially the same
as the tax-sharing agreement with GE Capital. Prior to April 1, 1996, Life of
Virginia was included in the consolidated federal income tax return of AON and
its principal domestic subsidiaries and in accordance with intercompany policy,
provided taxes on income based on a separate company basis. Amounts payable or
recoverable related to periods before April 1, 1996, are subject to an
indemnification agreement with AON. As such the Company is not at risk for
income taxes nor entitled to recoveries related to those periods.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
The total provision for income taxes consisted of the following
components:
<TABLE>
<CAPTION>
Preacquisition
---------------
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Current federal income tax provision (benefit) $ 19.9 $ 62.4 $ 38.1 $ (3.6)
Deferred federal income tax provision (benefit) 28.7 (12.4) (7.6) 10.3
------------- -------------- --------------- ---------------
Subtotal-federal provision 48.6 50.0 30.5 6.7
Current state income tax provision (benefit) 1.3 2.4 1.6 (0.2)
Deferred state income tax provision (benefit) 0.8 (0.2) (0.3) 0.5
------------- -------------- --------------- ---------------
Subtotal-state provision 2.1 2.2 1.3 0.3
------------- -------------- --------------- ---------------
Total income tax provision $ 50.7 $ 52.2 $ 31.8 $ 7.0
============= ============== =============== ===============
</TABLE>
The reconciliation of the federal statutory rate to the effective
income tax rate is as follows:
<TABLE>
<CAPTION>
Preacquisition
-----------------
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Statutory U.S. federal income tax rate 35.0 % 35.0 % 35.0 % 35.0 %
State income tax 0.5 0.5 0.5 0.5
Non-deductible goodwill amortization 0.7 1.6 2.0 0.0
Other, net (0.3) (0.6) (0.5) 1.5
------------- --------------- --------------- ---------------
Effective rate 35.9 % 36.5 % 37.0 % 37.0 %
============= =============== =============== ===============
</TABLE>
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
The components of the net deferred income tax asset (liability) at
December 31 are as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
----------------- -----------------
<S> <C> <C>
Assets:
Insurance reserve amounts $ 147.1 $ 142.9
Deferred acquisition costs - 11.8
Other 5.9 24.5
----------------- -----------------
Total deferred tax assets 153.0 179.2
----------------- -----------------
Liabilities:
Net unrealized investment gains on investment securities 26.8 40.0
Investments 3.5 2.7
Present value of future profits 67.1 79.1
Deferred acquisition costs 14.5 -
----------------- -----------------
Total deferred tax liabilities 111.9 121.8
----------------- -----------------
Net deferred income tax asset $ 41.1 $ 57.4
================= =================
</TABLE>
Based on an analysis of the Company's tax position, management believes
it is more likely than not that the results of future operations and
implementation of tax planning strategies will generate sufficient taxable
income enabling the Company to realize remaining deferred tax assets.
Accordingly, no valuation allowance for deferred tax assets is deemed necessary.
The Company paid (refunded) $19.2, $64.4, $38.6, and $(2.4), for
federal and state income taxes for the year ended December 31, 1998, 1997, the
nine months ended December 31, 1996, and three months ended March 31, 1996,
respectively.
(8) Related Party Transactions
Life of Virginia pays investment advisory fees and other fees to
affiliates. Amounts incurred for these items aggregated $11.5, $11.9, $3.2, and
$3.5 for the years ended December 31, 1998 and 1997, the nine months ended
December 31, 1996, and the three months ended March 31, 1996, respectively. Life
of Virginia charges affiliates for certain services and for the use of
facilities and equipment which aggregated $19.1, $4.6, $2.0, and $1.0, for the
years ended December 31, 1998 and 1997, the nine months ended December 31, 1996,
and the three months ended March 31, 1996, respectively.
Life of Virginia pays interest on outstanding amounts under a credit
funding agreement with GNA Corporation, the parent company of GECA. Interest
expense under this agreement was $2.0 and $0.0 with outstanding borrowings of
$53.9 and $0.0 as of December 31, 1998 and 1997, respectively.
At December 31, 1998 and 1997, Life of Virginia held investments in
securities of certain affiliates amounting to $2.6. Amounts included in net
investment income related to these holdings totaled $0.1, $0.1, $0.1, and $0.2
for the years ended December 31, 1998 and 1997, for the nine months ended
December 31, 1996, and the three months ended March 31, 1996, respectively.
During 1998, Life of Virginia sold $18.5 of third-party preferred stock
investments to an affiliate. This resulted in a gain on sale of $3.9, which is
included in net realized investment gains.
<PAGE>
(9) Commitments and Contingencies
(a) Mortgage Loan Commitments
Life of Virginia has certain investment commitments to provide
fixed-rate loans. The investment commitments, which would be collateralized by
related properties of the underlying investments, involve varying elements of
credit and market risk. Investment commitments outstanding as of December 31,
1998 and 1997, totaled $72.0 and $16.7, respectively.
(B) Guaranty Association Assessments
The Company is required by law to participate in the guaranty
associations of the various states in which they do business. The state guaranty
associations ensure payment of guaranteed benefits, with certain restrictions,
to policyholders of impaired or insolvent insurance companies by assessing all
other companies involved in similar lines of business.
There are currently several unrelated insurance companies which had
substantial amounts of annuity business in the process of liquidation or
rehabilitation. The Company paid assessments of $2.9, $3.8, $0.2 and $1.4 to
various state guaranty associations during 1998, 1997, the nine month period
ended December 31, 1996, and the three month period ended March 31, 1996,
respectively. At December 31, 1998 and 1997, accounts payable and accrued
expenses include $15.4 and $18.2, respectively, related to estimated future
payments.
(c) Leases
The Company has noncancelable operating leases for certain office
space, equipment and automobiles. Rental expense for all operating leases for
the years ended December 31, 1998 and 1997, for the nine months ended December
31, 1996, and the three months ended March 31, 1996 amounted to $1.4, $1.3,
$2.5, and $0.8, respectively.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
Future minimum commitments under operating leases that have initial or
remaining noncancelable lease terms in excess of one year at December 31, 1998
are summarized as follows:
Minimum lease payments
1999 $ 1.2
2000 0.8
2001 0.5
2002 0.3
2003 -
Later years -
-----
Total minimum payments required $ 2.8
=====
(d) Litigation
There is no pending litigation to which the Company is a party
or of which any of the Company's property is the subject which management
believes will have an adverse material impact on the Company's financial
condition or results of operations. In addition, there are no legal
proceedings contemplated by any governmental authorities against the Company of
which management has any knowledge.
(10) Fair Value of Financial Instruments
The Company has adopted SFAS No. 119, Disclosures About Derivative
Financial Instruments and Fair Value of Financial Instruments. This statement
requires disclosures about the amounts, nature and terms of derivative financial
instruments and modifies existing disclosure requirements for other financial
instruments.
The Company has no derivative financial instruments as defined by SFAS
No. 119 as of December 31, 1998 other than mortgage loan commitments of $77.2
and interest rate floors of $17.2. The notional value of the interest rate
floors at December 31, 1998 was $1,800 and the floors expire from September 2003
to October 2003.
The fair values of financial instruments presented in the applicable
notes to the Company's consolidated financial statements are estimates of the
fair values at a specific point in time using available market information and
valuation methodologies considered appropriate by management. These estimates
are subjective in nature and involve uncertainties and significant judgment in
the interpretation of current market data. Therefore, the fair values presented
are not necessarily indicative of amounts the Company could realize or settle
currently. The Company does not necessarily intend to dispose of or liquidate
such instruments prior to maturity.
Financial instruments that, as a mater of accounting policy, are reflected
in the accompanying consolidated financial statements at fair value are not
included in the following disclosures. Such items include fixed maturities,
equity securities and certain other invested assets. The carrying value of
policy loans and short-term investments approximate fair value at both
December 31, 1998 and 1997.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions, except per share amounts)
At December 31, the carrying amounts and fair value of the Company's
financial instruments were as follows:
1998 1997
------------------ -------------------
Carrying Fair Carrying Fair
amount value amount value
------------------ -------------------
Mortgage Loans $528.1 $590.1 $496.2 $532.2
Investment type insurance contracts 4,463.3 4,462.6 3,951.4 3,909.0
Interest rate floors 17.2 12.5 -- --
The fair value of mortgage loans is estimated by discounting the
estimated future cash flows using interest rates applicable to current loan
origination, adjusted for credit risk.
The estimated fair value of investment contracts is the amount payable
on demand (cash surrender value) for deferred annuities and the net present
value based on interest rates currently offered on similar contracts for
non-life contingent immediate annuities. Fair value disclosures are not required
for insurance contracts.
(11) Restrictions On Dividends
Insurance companies are restricted by states as to the aggregate amount
of dividends they may pay to their parent in any consecutive twelve-month period
without regulatory approval. Generally, dividends may be paid out of earned
surplus without approval with thirty days prior written notice within certain
limits. The limits are generally based on 10% of the prior year surplus (net of
adjustments in some cases) and prior year statutory income (net gain from
operations, net income adjusted for realized capital gains, or net investment
income). Dividends in excess of the prescribed limits or the Company's earned
surplus require formal state insurance commission approval. The maximum dividend
payout which may be made without prior approval in 1999 is $47.9.
On December 3, 1998, the Company received approval from the
Commonwealth of Virginia for, and declared, a dividend payable in cash,
preferred stock and/or common stock at the election of each shareholder. GEFAHI
elected to receive cash and preferred stock and GECA elected to receive common
stock. A cash dividend of $120 was paid and a Series A preferred stock dividend
of $120 was issued to GEFAHI on December 15, 1998. The Series A preferred stock
has a par value of $1,000 per share, is redeemable at par at the Company's
election, and is not subject to call penalties. Dividends on the preferred stock
are cumulative and payable semi-annually at the annual rate of 8.0% of the par
value. The Series A preferred stock is not convertible into any other security
of the Company, and the holders thereof have no voting rights except with
respect to any proposed changes in the preferences and special rights of such
stock. GECA will receive its dividend in the form of 18,641 shares of newly
issued common stock in 1999.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
(12) Supplementary Financial Data
The Company files financial statements with state insurance regulatory
authorities and the National Association of Insurance Commissioners (NAIC) that
are prepared on an accounting basis prescribed by such authorities (statutory
basis). Statutory accounting practices differ from generally accepted accounting
principles (GAAP) in several respects, causing differences in reported net
income and shareholders' interest. Permitted statutory accounting practices
encompass all accounting practices not so prescribed but that have been
specifically allowed by state insurance authorities. The Company has no
significant permitted accounting practices.
Statutory net income and statutory capital and surplus is summarized
below:
<TABLE>
<CAPTION>
Preacquisition
Nine months Three months
Year ended Year ended ended ended
December 31, December 31, December 31, March 31,
1998 1997 1996 1996
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Statutory net income $ 52.2 $ 73.9 $ 69.7 $ (8.3)
Statutory capital and surplus $ 481.1 $ 522.5 $ 419.1 $ 360.5
</TABLE>
The NAIC adopted Risk Based Capital (RBC) requirements to evaluate the
adequacy of statutory capital and surplus in relation to risks associated with
(i) asset quality, (ii) insurance risk, (iii) interest rate risk, and (iv) other
business factors. The RBC formula is designated as an early warning tool for the
states to identify possible under-capitalized companies for the purpose of
initiating regulatory action. In the course of operations, the Company
periodically monitors its RBC level. At December 31, 1998 and 1997, the Company
exceeded the minimum required RBC levels.
(13) Operating Segment Information
At year-end 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 131, Disclosures About Segments of an Enterprise and
Related Information, which requires segment data to be measured and analyzed on
a basis that is consistent with how business activities are reported internally
to management. Life of Virginia and its affiliated companies, which are
subsidiaries of GEFAHI, conduct operations through two business segments: (1)
Wealth Accumulation and Transfer, comprised of products intended to increase the
policyholder's wealth, transfer wealth to beneficiaries or provide a means for
replacing the income of the insured in the event of premature death, and (2)
Wealth and Lifestyle Protection, comprised of products intended to protect
accumulated wealth and income from the financial drain of unforeseen events. As
Life of Virginia sells primarily variable annuity and universal life policies,
it operates in the Wealth Accumulation and Transfer Segment. Accordingly, no
segment data is provided.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
(14) Accounting Pronouncements Not Yet Adopted
During 1998, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities. This Statement requires that,
upon adoption, all derivative instruments (including certain derivative
instruments embedded in other contracts) be recognized in the balance sheet at
fair value, and that changes in such fair values be recognized in earnings
unless specific hedging criteria are met. Changes in the values of derivatives
that meet these hedging criteria will ultimately offset related earnings effects
of the hedged items; effects of certain changes in fair value are recorded in
equity pending recognition in earnings. As required in SFAS No. 133, the Company
will adopt the Statement by January 1, 2000. The impact of adoption will be
determined by several factors, including the specific hedging instruments in
place and their relationships to hedged items, as well as market conditions.
Management has not estimated the effects of adoption as it believes that such
determination will not be meaningful until closer to the adoption date.
In December 1997, the American Institute of Certified Public
Accountants issued a new Statement of Position (SOP) 97-3, Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments. This SOP
provides guidance on accounting by insurance and other enterprises for
guaranty-fund and certain other insurance related assessments. The SOP requires
enterprises to recognize (1) a liability for assessments when (a) an assessment
has been asserted or information available prior to issuance of the financial
statements indicates it is probable that an assessment will be asserted, (b) the
underlying cause of the asserted or probable assessment has occurred on or
before the date of the financial statements, and (c) the amount of the loss can
be reasonably estimated and (2) an asset for an amount when it is probable that
a paid or accrued assessment will result in an amount that is recoverable from
premium tax offsets or policy surcharges from in-force policies. This SOP is
effective for financial statements for fiscal years beginning after December 15,
1998 and will be reported in a manner similar to a cumulative effect of a change
in accounting principle in the initial year of adoption. As a result of the
adoption of this SOP, the Company expects to record an asset of approximately
$4, net of tax.
(15) Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income. This
statement establishes standards for the reporting and display of comprehensive
income and its components in a full set of general purpose financial statements.
Comprehensive income includes all changes in equity from non-owner sources,
investments by and distributions to owners are excluded. Prior year consolidated
financial statements have been restated to conform to the requirements of SFAS
130.
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
Components of other comprehensive income and related tax effects are
shown below:
<TABLE>
<CAPTION>
Year Ended
----------
December 31, 1998 December 31, 1997
---------------------------- ------------------------------
Before-Tax Tax Net-of-Tax Before-Tax Tax Net-of-Tax
Amount Effect Amount Amount Effect Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising
during period $ (11.4) $ 4.0 $ (7.4) $ 97.7 $ (34.2) $ 63.5
Less: reclassification adjustment for gains
realized in net income (26.3) 9.2 (17.1) (13.3) 4.7 (8.6)
----- --- ----- ----- --- ----
Net unrealized gains (losses) on securities (37.7) 13.2 (24.5) 84.4 (29.5) 54.9
----- ---- ----- ---- ----- ----
Total other comprehensive income (loss) $ (37.7) $ 13.2 $ (24.5) $ 84.4 $ (29.5) $ 54.9
======= ====== ======= ====== ======= ======
Preacquisition
--------------
Nine Months Ended Three Months Ended
----------------- ------------------
December 31, 1996 March 31, 1996
------------------------------------- --------------------------------------
Before-Tax Tax Net-of-Tax Before-Tax Tax Net-of-Tax
Amount Effect Amount Amount Effect Amount
------ ------ ------ ------ ------ ------
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising
during period $ 35.8 $ (12.5) $ 23.3 $ (131.3) $ 46.0 $ (85.3)
Less: reclassification adjustment for gains
realized in net income (6.0) 2.1 (3.9) (9.0) 3.1 (5.9)
---- --- ---- ---- --- ----
Net unrealized gains (losses) on securities 29.8 (10.4) 19.4 (140.3) 49.1 (91.2)
---- ----- ---- ------ ---- -----
Total other comprehensive income (loss) $ 29.8 $ (10.4) $ 19.4 $ (140.3) $ 49.1 $ (91.2)
====== ======= ====== ======== ====== =======
</TABLE>
<PAGE>
THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(Dollar amounts in millions)
Components of accumulated non-owner changes in equity are shown below:
<TABLE>
<CAPTION>
Adjustment Accumulated
Unrealized To Reflect Non-owner
Gains (losses) Purchase Changes in
on Securities Method Equity
--------------- ------------- ----------------
Preacquisition
- ---------------
<S> <C> <C> <C> <C> <C>
Balance December 31, 1995 $ 103.1 $ - $ 103.1
Changes for the three months ended March 31, 1996 (91.2) - (91.2)
--------------- ------------- ----------------
Balance March 31, 1996 11.9 - 11.9
Postacquisition
- ---------------
Changes for the nine months ended December 31, 1996 19.4 (11.9) 7.5
--------------- ------------- ----------------
Balance December 31, 1996 31.3 (11.9) 19.4
Changes for the year ended December 31, 1997 54.9 - 54.9
--------------- ------------- ----------------
Balance December 31, 1997 86.2 (11.9) 74.3
Changes for the year ended December 31, 1998 (24.5) - (24.5)
--------------- ------------- ----------------
Balance December 31, 1998 $ 61.7 $ (11.9) $ 49.8
=============== ============= ================
</TABLE>
(16) Subsequent Event
Effective January 1, 1999, The Harvest Life Insurance Company
("Harvest") merged into The Life Insurance Company of Virginia with the merged
Company renamed GE Life and Annuity Assurance Company ("GELAAC"). Harvest's
former parent, Federal Home Life Insurance Company ("FHLIC"), will receive
common stock of GELAAC in exchange for its interest in Harvest. FHLIC is an
indirect wholly-owned subsidiary of GEFAHI. Following are the proforma results
of operations for the Company for the year ended December 31, 1998 and 1997 as
if Harvest had been a part of Life of Virginia as of January 1, 1997.
Proforma Results
------------------------------------------
as of or for the year ending December 31,
------------------------------------------
1998 1997
-------------------- --------------------
Total assets $ 14,785.4 $ 12,735.2
Revenues 939.1 974.4
Net income 105.8 107.3
<PAGE>
Part II
Other Information
<PAGE>
Undertaking To File Reports
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore, or hereafter duly adopted pursuant to authority conferred
in that section.
Rule 484 Undertaking
Life of Virginia's By-laws provide, in Article V, Section 5, for indemnification
of directors, officers and employees of the Company.
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provision, or otherwise under
circumstances where the burden of proof set forth in Section 11(b) of the Act
has not been sustained, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant 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.
Representation Pursuant To Section 26(e)(2)(A)
GE Life & Annuity hereby represents that the fees and charges deducted under the
Policy, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by GE Life &
Annuity.
<PAGE>
Contents Of Registration Statement
This Registration Statement comprises the following Papers and Documents:
The facing sheet.
The prospectus consisting of ___ pages. The undertaking to file
reports. The Rule 484 undertaking. Representation pursuant to Section
26(e)(2)(A).
The Signatures.
Written consents of the following persons:
(a) Patricia L. Dysart
(b) Messrs. Sutherland Asbill & Brennan LLP
(c) Bruce E. Booker, F.S.A.
(d) KPMG LLP
The following exhibits, corresponding to those required by paragraph A
of the instructions as to exhibits in Form N-8B-2:
(1)(a) Resolution of the Board of Directors of Life of Virginia
authorizing the establishment of Separate Account II.9/
(1)(a)(i) Resolution of the Board of Directors authorizing the change
in name of Life of Virginia Separate Account II to GE Life
& Annuity Separate Account II. 15/
(1)(b) Resolution of the Board of Directors of Life of Virginia
authorizing the addition of Investment Subdivisions
to Separate Account II. 9/
(1)(c) Resolution of the Board of Directors of Life of Virginia
authorizing the establishment of Investment Subdivisions of
Separate Account II which invest in shares of the Fidelity
Variable Insurance Products Fund II Asset Manager Portfolio
and Neuberger and Berman Advisers Management Trust Balanced
Portfolio.9/
(1)(d) Resolution of the Board of Directors of Life of Virginia
authorizing the establishment of Investment Subdivisions of
Separate Account II which invest in shares of Janus Aspen
Series, Growth Portfolio, Aggressive Growth Portfolio and
Worldwide Growth Portfolio.9/
(1)(e) Resolution of the Board of Directors of Life of Virginia
authorizing the establishment of Investment Subdivisions of
Separate Account II which invest in shares of the Utility
Fund of the Investment Management Series.9/
(1)(f) Resolution of the Board of Directors of Life of Virginia
authorizing the establishment of two additional Investment
Subdivisions of Separate Account II which invest in shares of
the Corporate Bond Fund of the Insurance Management Series
and the Contrafund Portfolio of the Variable Insurance
Products Fund II.9/
(1)(g) Resolution of Board of Directors of Life of Virginia
authorizing the establishment of two additional Investment
Subdivisions of Separate Account II which invest in shares of
the nternational Equity Portfolio and the Real Estate
Securities Portfolio of the Life of Virginia Series Fund. 9/
(1)(h) Resolution of the Board of Directors of Life of Virginia
authorizing the establishment of four additional Investment
Subdivisions of Separate Account II which invest in shares
the Prime Money Fund of Insurance Management Series of the
Alger American Growth Portfolio and the Alger American Small
Capitalization Portfolio of The Alger American Fund, and the
Balanced Portfolio and Flexible Income Portfolio of the Janus
Aspen Series.6/
(1)(i) Resolution of the Board of Directors of Life of Virginia
authorizing the establishment of two additional Investment
Subdivisions of Separate Account II investing in shares of
the Federated American Leaders Fund II of the Federated
Insurance Series, and the International Growth Portfolio of
the Janus Aspen Series. 7/
(1)(j) Resolution of the Board of Directors of Life of Virginia
authorizing additional Investment Subdivisions investing in
shares of Growth and Income Portfolio and Growth
Opportunities Portfolio of Variable Insurance Products Fund
III; Growth II Portfolio and Large Cap Growth Portfolio of
the PBHG Insurance Series Fund, Inc.; and Global Income Fund
and Value Equity Fund of GE Investments Funds, Inc.8/
(1)(k) Resolution of the Board of Directors of Life of Virginia
authorizing additional Investment Subdivisions investing in
shares of Capital Appreciation Portfolio of Janus Aspen
Series.8/
(1)(1) Resolution of the Board of Directors of Life of Virginia
authorizing additional Investment Subdivisions investing in
shares of Goldman Sachs Growth and Income Fund and Goldman
Sachs Mid Cap Equity Fund of Goldman Sachs Variable
Insurance Trust Fund, Inc. and U.S. Equity Fund of GE
Investments Funds, Inc.9/
(1)(m) Resolution of the Board of Directors of Life of Virginia
authorizing additional Investment Subdivisions investing in
shares of the Salomon Brothers Variable Investors Fund,
Salomon Brothers Variable Total Return Fund and Salomon
Brothers Variable Strategic Bond Fund of Salomon Brothers
Variable Series Funds, Inc. 15/
(1)(n) Resolution of the Board of Directors of GE Life and Annuity
Assurance Company authorizing additional Investment
Subdivisions investing in shares of GE Premier Growth Equity
Fund of GE Investments Funds, Inc. 15/
(1)(o) Resolution of the Board of Directors of GE Life and Annuity
Assurance Company authorizing change in name of Investment
Subdivisions investing of Oppenheimer Variable Account Funds
and Mid Cap Value Fund of Goldman Sachs Variable Insurance
Trust. 15/
1A(2) Not Applicable
1A(3)(a) Underwriting Agreement dated December 12, 1997 between The
Life Insurance Company of Virginia and Capital Brokerage
Corporation.11/
1A(3)(b) Broker-Dealer Sales Agreement.11/
1A(4) Not Applicable
1A(5) Policy Form, P1251.16/
1A(5)(a) Endorsement to policy
(i) Policy Split Option Rider 16/
(ii) Four Year Term Rider 16/
1A(6)(a) Articles of Incorporation of The Life Insurance Company of
Virginia9/
1A(6)(b) By-Laws of The Life Insurance Company of Virginia9/
1A(7) Not Applicable
1A(8)(a) Participation Agreement among Variable Insurance Products
Fund, Fidelity Distributors Corporation, and The Life
Insurance Company of Virginia.9/
1A(8)(a)(i) Amendment to Participation Agreement among Variable
Insurance Products Fund, Fidelity Distributor Corporation,
and The Life Insurance Company of Virginia.9/
1A(8)(b) Participation Agreement among Variable Insurance Products
Fund II, Fidelity Distributors Corporation and The Life
Insurance Company of Virginia.9/
1A(8)(a)(i) Amendment to Participation Agreement among Variable
Insurance Products Fund II, Fidelity Distributors
Corporation, and The Life Insurance Company of Virginia.7/
1A(8)(c) Agreement between Oppenheimer Variable Account Funds,
Oppenheimer Management Corporation, and The Life Insurance
Company of Virginia.9/
1A(8)(c)(i) Amendment to the Participation Agreement between Oppenheimer
Variable Account Funds, Oppenheimer Management Corporation,
and The Life Insurance Company of Virginia.9/
1A(8)(d) Fund Participation Agreement between Janus Aspen Series and
The Life Insurance Company of Virginia.9/
1A(8)(e) Fund Participation Agreement between Insurance Management
Series, Federated Securities Corporation, and he Life
Insurance Company of Virginia.10/
1A(8)(f) Fund Participation Agreement between The Alger American
Fund, Fred Alger and Company, Inc., and The Life Insurance
Company of Virginia.6/
1A(8)(f)(i) Amendment to Fund Participation Agreement between The Alger
American Fund, Fred Alger and Company, Inc. and GE Life
and Annuity Assurance Company 15/
1A(8)(g) Fund Participation Agreement between Variable Insurance
Products Fund III and The Life Insurance Company of
Virginia.8/
1A(8)(h) Fund Participation Agreement between Goldman Sachs Variable
Insurance Trust Fund and The Life Insurance Company of
Virginia. 13/
1A(8)(i) Fund Participation Agreement between Salomon Brothers
Variable Series Fund and The Life Insurance Company of
Virginia. 14/
1A(8)(j) Fund Participation Agreement between GE Investments Funds,
Inc. and The Life Insurance Company of Virginia. 14/
1A(8)(j)(i) Amendment to Fund Participation Agreement between GE
Investments Funds, Inc. and GE Life and Annuity Assurance
Company. 15/
1A(9) Not Applicable
1A(10) Application for Variable Life Policy10/
2 See Exhibit 1(A)5
3(a) Opinion and Consent of Counsel 17/
3(b) Consent of Messrs. Sutherland Asbill & Brennan LLP 17/
3(c) Consent of KPMG LLP 17/
4 Not Applicable
5 Not Applicable
6 Opinion and Consent of Bruce E. Booker, Actuary. 17/
7 Memorandum describing Life of Virginia's Issuance, Transfer,
Redemption and Exchange Procedures for the Policies.17/
8 Power of Attorney dated April 16, 1997 11/
Power of Attorney dated April 15, 1999.15/
Power of Atorney dated June 25, 1999 17/
- -------------------------------------------------------------------------------
6. Filed September 28, 1995 with Post-Effective Amendment Number 12 to Form
S-6 for Life of Virginia Separate Account II, Registration Number 33-9651.
7. Filed May 1, 1996 with Post-Effective Amendment Number 13 to Form S-6 for
Life of Virginia Separate Account II, Registration Number 33-9651.
8. Filed May 1, 1997 with Post-Effective Amendment Number 14 to Form S-6 for
Life of Virginia Separate Account II, Registration Number 33-9651
9. Filed May 1, 1998 with Post-Effective Amendment Number 15 to Form S-6 for
Life of Virginia Separate Account II, Registration Number 33-9651
10. Filed September 28, 1998 with Post-Effective Amendment Number 16 to Form
S-6 for Life of Virginia Separate Account II, Registration Number 33-9651.
11. Filed February 20, 1998 with Pre-Effective Amendment No. 1 for Life of
Virginia Separate Account II, Registration Number 333-41031.
12. Filed May 1, 1998 with Post-Effective Amendment Number 19 to Form S-6 for
Life of Virginia Separate Account III, Registration Number 33-12471
13. Filed May 1, 1998 with Post-Effective Amendment Number 1 to Form S-6 for
Life of Virginia Separate Account II, Registration Number 333-32071
14. Filed December 18, 1998 with Pre-Effective Amendment Number 1 to Form N-4
for Life of Virginia Separate Account 4, Registration Number 333-62695.
15. Filed April 30, 1999 with Post Effective Amendment Number 2 to Form S-6 for
GE Life & Annuity Separate Account II, Registration Number 333-32071.
16. Filed herewith.
17. To be filed in a pre-effective amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
GE Life & Annuity Separate Account II has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the County
of Henrico in the Commonwealth of Virginia, on the 30th day of June, 1999.
GE Life & Annuity Separate Account II
GE Life and Annuity Assurance Company
(Depositor)
Attest: /s/LAURA C. DEUSEBIO
By: /s/SELWYN L. FLOURNOY, JR.
Selwyn L. Flournoy, Jr.
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, GE Life and
Annuity Assurance Company certifies that it has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the County
of Henrico in the Commonwealth of Virginia on the 30th day of June, 1999.
GE Life and Annuity Assurance Company
Attest: /s/LAURA C. DEUSEBIO
By: /s/SELWYN L. FLOURNOY, JR.
Selwyn L. Flournoy, Jr.
Senior Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date(s) indicated.
<TABLE>
Signature Title Date
<S> <C>
* Director, Chief Executive Officer 06/30/99
Ronald V. Dolan
* Director, President and Chief Operating Officer 06/30/99
Pamela S. Schutz
/s/SELWYN L. FLOURNOY, JR. Director 06/30/99
Selwyn L. Flournoy, Jr.
* Director 06/30/99
Leon E. Roday
* Director 06/30/99
Robert D. Chinn
* Senior Vice President, Chief Financial Officer 06/30/99
Richard P. McKenney
* Vice President and Controller 06/30/99
Kelly Groh
* 06/30/99
Geoffrey S. Stiff Director
</TABLE>
By * /s/ SELWYN L. FLOURNOY, JR., pursuant to Power of Attorney executed on
June 25, 1999.
<PAGE>
Exhibit List
<TABLE>
<S> <C>
Exhibit 1A(5)
Policy Form P1251 5/99
Exibit 1A(5)(a)(i)
Policy Split Option Rider
Exhibit 1A(5)(a)(ii)
Joint Life Level Term Insurance Rider
</TABLE>
Exhibit 1A(5)
Policy Form P1251 5/99
FLEXIBLE PREMIUM VARIABLE
JOINT LIFE INSURANCE POLICY
To the Owner:
Please read your Policy carefully. This Policy is a legal contract between you
and the Company. You, the Owner, have benefits and rights described in this
Policy. The Insureds are named in the Policy. The Beneficiary is as named in the
attached application, unless later changed. We will pay the Death Proceeds of
this Policy to the Beneficiary, subject to policy provisions. This is a Flexible
Premium Variable Joint Life Insurance Policy. You may increase or decrease the
Specified Amount. We will allocate Net Premiums to the Separate Account named on
the policy data pages.
THIS POLICY'S ACCOUNT VALUE IN THE SEPARATE ACCOUNT IS BASED ON THE INVESTMENT
EXPERIENCE OF THAT ACCOUNT, AND MAY INCREASE OR DECREASE DAILY. IT IS NOT
GUARANTEED AS TO DOLLAR AMOUNT. SEE ACCOUNT VALUE BENEFITS SECTION. THE AMOUNT
OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY VARY UNDER THE
CONDITIONS DESCRIBED IN DEATH PROCEEDS SECTION. THE MAXIMUM LOAN AMOUNT IS
NINETY PERCENT OF THE DIFFERENCE BETWEEN THE ACCOUNT VALUE AND ANY SURRENDER
CHARGE ON THE DATE OF THE LOAN.
Refund Privilege. You may return this Policy to our Home Office or to our agency
within 10 days after its delivery for a refund. The amount of the refund will
equal the greater of (1) sum of all charges deducted from premiums paid
excluding fund fees and expenses, plus the Net Premiums allocated to the
Separate Account adjusted by investment gains and losses or (2) the total of all
premiums paid.
For GE Life and Annuity Assurance Company
/s/ Ronald V. Dolan
- -------------------
RONALD V. DOLAN
CHAIRMAN
/s/ Pamela S. Schutz
- --------------------
PAMELA S. SCHUTZ
PRESIDENT
o Flexible Premium Variable Joint Life Insurance Policy
o Death Proceeds payable at the death of the second Insured to die
o No benefit payable at the death of the first Insured to die
o Adjustable Death Benefit
o Flexible premiums payable until the death of the second Insured to die
o Some benefits reflect investment results
o No dividends
GE LIFE AND ANNUITY
ASSURANCE COMPANY
6610 West Broad Street, Richmond, Virginia 23230
1-800-628-2238
A Stock Company
FORM P1251 5/99
<PAGE>
POLICY DATA
SCHEDULE OF BENEFITS SCHEDULE OF PREMIUMS
AMOUNT PAYABLE
LIFE INSURANCE
PLANNED PERIODIC PREMIUM [$3,841.98 ANNUALLY]
MINIMUM NET PREMIUM FACTOR: [0.95 (THE MINIMUM NET PREMIUM FACTOR REFLECTS
THE MAXIMUM DEDUCTION OF 5% OF EACH PREMIUM RECEIVED)]
MAXIMUM MONTHLY POLICY CHARGE: [$ 5.00]
MAXIMUM INITIAL MONTHLY EXPENSE CHARGE PER $1,000: [$ 0.20]
MAXIMUM INCREASE MONTHLY EXPENSE CHARGE PER $1,000: [$ 0.20]
TRANSFER CHARGE: [$10.00]
MAXIMUM MORTALITY AND EXPENSE RISK CHARGE:[ 0.70% ANNUALLY (.0019246% DAILY)]
POLICY LOAN INTEREST RATE: [6.00% PER ANNUM PAYABLE IN ARREARS]
PREFERRED LOAN AVAILABILITY DATE: [May 1, 2009]
MINIMUM SPECIFIED AMOUNT [$250,000]
CONTINUATION PERIOD [20 YEARS]
NOTE: IT IS POSSIBLE THAT COVERAGE WILL EXPIRE IF SUFFICIENT PREMIUMS ARE NOT
PAID. SEE THE GRACE PERIOD PROVISION.
OWNER [THE INSUREDS]
INSUREDS [JOHN DOE] [MALE 35] AGE NEAREST BIRTHDAY
[NO NICOTINE USE STANDARD RATING CLASS]
[JANE DOE] [FEMALE 35] AGE NEAREST BIRTHDAY
[NO NICOTINE USE STANDARD RATING CLASS]
POLICY NUMBER [N00000000]
POLICY DATE [May 1, 1999]
MONTHLY ANNIVERSARY DAY [1]
PLAN FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE
[$1,000,000] SPECIFIED AMOUNT - DEATH BENEFIT OPTION [B]
P1251DP 5/99
<PAGE>
POLICY NUMBER: [N00000000]
ADDITIONAL RATING CLASS INFORMATION
[JOHN DOE] [PREFERRED NO NICOTINE USE]
[JANE DOE] [PREFERRED NO NICOTINE USE]
P1251DP 5/99
<PAGE>
SEPARATE ACCOUNT II
INVESTMENT SUBDIVISIONS ARE INVESTED IN
[THE ALGER AMERICAN FUND
AAF SMALL CAPITALIZATION - A ALGER AMERICAN SMALL CAPITALIZATION
PORTFOLIO
AAF GROWTH - A ALGER AMERICAN GROWTH PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FID EQUITY-INCOME - A EQUITY-INCOME PORTFOLIO
FID GROWTH - A GROWTH PORTFOLIO
FID OVERSEAS - A OVERSEAS PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
FID ASSET MANAGER - A ASSET MANAGER PORTFOLIO
FID CONTRAFUND - A CONTRAFUND PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
FID GROWTH AND INCOME - A GROWTH & INCOME PORTFOLIO
FID GROWTH OPPORTUNITIES - A GROWTH OPPORTUNTIES PORTFOLIO
FEDERATED INSURANCE SERIES
FED UTILITY II - A FEDERATED UTILITY FUND II
FED HIGH INCOME BOND II - A FEDERATED HIGH INCOME BOND FUND II
FED AMERICAN LEADERS II - A FEDERATED AMERICAN LEADERS FUND II
JANUS ASPEN SERIES
JAN BALANCED - A BALANCED PORTFOLIO
JAN FLEXIBLE INCOME - A FLEXIBLE INCOME PORTFOLIO
JAN GROWTH - A GROWTH PORTFOLIO
JAN AGGRESSIVE GROWTH - A AGGRESSIVE GROWTH PORTFOLIO
JAN WORLDWIDE GROWTH - A WORLDWIDE GROWTH PORTFOLIO
JAN INTERNATIONAL GROWTH - A INTERNATIONAL GROWTH PORTFOLIO
JAN CAPITAL APPRECIATION - A CAPITAL APPRECIATION PORTFOLIO
GE INVESTMENTS FUNDS, INC.
GEI MONEY MARKET - A MONEY MARKET FUND
GEI INCOME - A INCOME FUND
GEI S&P 500 INDEX - A * S&P 500 INDEX FUND
GEI TOTAL RETURN - A TOTAL RETURN FUND
GEI INTERNATIONAL EQUITY - A INTERNATIONAL EQUITY FUND
GEI REAL ESTATE SECURITIES - A REAL ESTATE SECURITIES FUND
GEI VALUE EQUITY - A VALUE EQUITY FUND
GEI U.S. EQUITY - A U.S. EQUITY FUND
GEI PREMIER GROWTH EQUITY - A PREMIER GROWTH EQUIITY FUND
OPPENHEIMER VARIABLE ACCOUNT FUNDS
OPP HIGH INCOME/VA - A OPPENHEIMER HIGH INCOME FUND/VA
OPP BOND/VA-A OPPENHEIMER BOND FUND/VA
OPP AGGRESSIVE GROWTH/VA - A OPPENHEIMER AGGRESSIVE GROWTH FUND/VA
OPP CAPITAL APPRECIATION/VA - A OPPENHEIMER CAPITAL APPRECIATION FUND/VA
OPP MULTI STRATEGIES/VA - A OPPENHEIMER MULTIPLE STRATEGIES FUND/VA
P1251 IS CONTINUED EFFECTIVE [5/01/99]
<PAGE>
INVESTMENT SUBDIVISIONS ARE INVESTED IN
GOLDMAN SACHS ASSET MANAGEMENT FUND, INC.
GSF GROWTH AND INCOME - A GOLDMAN SACHS GROWTH AND INCOME FUND
GSF MID CAP VALUE - A GOLDMAN SACHS MID CAP VALUE FUND
SALOMON BROTHERS VARIABLE SERIES FUNDS INC.
SAL INVESTORS - A SALOMON BROTHERS VARIABLE INVESTORS FUND
SAL TOTAL RETURN - A SALOMON BROTHERS VARIABLE TOTAL RETURN FUND
SAL STRATEGIC BOND - A SALOMON BROTHERS VARIABLE STRATEGIC BOND FUND]
YOU MAY ALLOCATE YOUR NET PREMIUMS AND ACCOUNT VALUE TO AS MANY AS [SEVEN]
INVESTMENT SUBDIVISIONS. YOUR ALLOCATIONS MUST BE IN PERCENTAGES TOTALING 100%.
EACH ALLOCATION PERCENTAGE MUST BE A WHOLE NUMBER AND AT LEAST 1%.
CONSULT YOUR PROSPECTUS FOR INVESTMENT DETAILS.
* "STANDARD & POOR'S," "S&P," "S&P 500," "STANDARD & POOR'S 500," AND
"500" ARE TRADEMARKS OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED
FOR USE BY GE INVESTMENT MANAGEMENT INCORPORATED. THE S&P 500 INDEX FUND IS NOT
SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND STANDARD & POOR'S
MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF INVESTING IN THE FUND.
P1251 IS EFFECTIVE [5/01/99]
<PAGE>
POLICY NUMBER: [N00000000]
TABLE OF MAXIMUM PREMIUMS
POLICY MAXIMUM POLICY MAXIMUM
YEAR PREMIUM YEAR PREMIUM
[1 75,881.17 36 276,622.56
2 75,881.17 37 284,306.52
3 75,881.17 38 291,990.48
4 75,881.17 39 299,674.44
5 75,881.17 40 307,358.40
6 75,881.17 41 315,042.36
7 75,881.17 42 322,726.32
8 75,881.17 43 330,410.28
9 75,881.17 44 338,094.24
10 76,839.60 45 345,778.20
11 84,523.56 46 353,462.16
12 92,207.52 47 361,146.12
13 99,891.48 48 368,830.08
14 107,575.44 49 376,514.04
15 115,259.40 50 384,198.00
16 122,943.36 51 391,881.96
17 130,627.32 52 399,565.92
18 138,311.28 53 407,249.88
19 145,995.24 54 414,933.84
20 153,679.20 55 422,617.80
21 161,363.16 56 430,301.76
22 169,047.12 57 437,985.72
23 176,731.08 58 445,669.68
24 184,415.04 59 453,353.64
25 192,099.00 60 461,037.60
26 199,782.96 61 468,721.56
27 207,466.92 62 476,405.52
28 215,150.88 63 484,089.48
29 222,834.84 64 491,773.44
30 230,518.80 65 & LATER 499,457.40]
31 238,202.76
32 245,886.72
33 253,570.68
34 261,254.64
35 268,938.60
ACCORDING TO OUR UNDERSTANDING OF CURRENT FEDERAL TAX LAW, YOU MAY NOT PAY MORE
THAN THESE AMOUNTS CUMULATIVELY AND MAINTAIN THE TAX STATUS OF THIS POLICY AS
LIFE INSURANCE. THIS TABLE IS SUBJECT TO CHANGE. THIS TABLE DOES NOT RELATE TO
MODIFIED ENDOWMENT CONTRACT STATUS UNDER FEDERAL TAX LAW.
P1251DP 5/99
<PAGE>
POLICY NUMBER: [N00000000]
TABLE OF CONTINUATION AMOUNTS
POLICY CONTINUATION POLICY CONTINUATION POLICY CONTINUATION
MONTH AMOUNT MONTH AMOUNT MONTH AMOUNT
[1 99.33 41 4,072.53 81 8,045.73
2 198.66 42 4,171.86 82 8,145.06
3 297.99 43 4,271.19 83 8,244.39
4 397.32 44 4,370.52 84 8,343.72
5 496.65 45 4,469.85 85 8,443.05
6 595.98 46 4,569.18 86 8,542.38
7 695.31 47 4,668.51 87 8,641.71
8 794.64 48 4,767.84 88 8,741.04
9 893.97 49 4,867.17 89 8,840.37
10 993.30 50 4,966.50 90 8,939.70
11 1,092.63 51 5,065.83 91 9,039.03
12 1,191.96 52 5,165.16 92 9,138.36
13 1,291.29 53 5,264.49 93 9,237.69
14 1,390.62 54 5,363.82 94 9,337.02
15 1,489.95 55 5,463.15 95 9,436.35
16 1,589.28 56 5,562.48 96 9,535.68
17 1,688.61 57 5,661.81 97 9,635.01
18 1,787.94 58 5,761.14 98 9,734.34
19 1,887.27 59 5,860.47 99 9,833.67
20 1,986.60 60 5,959.80 100 9,933.00
21 2,085.93 61 6,059.13 101 10,032.33
22 2,185.26 62 6,158.46 102 10,131.66
23 2,284.59 63 6,257.79 103 10,230.99
24 2,383.92 64 6,357.12 104 10,330.32
25 2,483.25 65 6,456.45 105 10,429.65
26 2,582.58 66 6,555.78 106 10,528.98
27 2,681.91 67 6,655.11 107 10,628.31
28 2,781.24 68 6,754.44 108 10,727.64
29 2,880.57 69 6,853.77 109 10,826.97
30 2,979.90 70 6,953.10 110 10,926.30
31 3,079.23 71 7,052.43 111 11,025.63
32 3,178.56 72 7,151.76 112 11,124.96
33 3,277.89 73 7,251.09 113 11,224.29
34 3,377.22 74 7,350.42 114 11,323.62
35 3,476.55 75 7,449.75 115 11,422.95
36 3,575.88 76 7,549.08 116 11,522.28
37 3,675.21 77 7,648.41 117 11,621.61
38 3,774.54 78 7,747.74 118 11,720.94
39 3,873.87 79 7,847.07 119 11,820.27
40 3,973.20 80 7,946.40 120 11,919.60
P1251DP 5/99 CONTINUED
<PAGE>
POLICY NUMBER: [N00000000]
TABLE OF CONTINUATION AMOUNTS
POLICY CONTINUATION POLICY CONTINUATION POLICY CONTINUATION
MONTH AMOUNT MONTH AMOUNT MONTH AMOUNT
121 12,018.93 161 15,992.13 201 19,965.33
122 12,118.26 162 16,091.46 202 20,064.66
123 12,217.59 163 16,190.79 203 20,163.99
124 12,316.92 164 16,290.12 204 20,263.32
125 12,416.25 165 16,389.45 205 20,362.65
126 12,515.58 166 16,488.78 206 20,461.98
127 12,614.91 167 16,588.11 207 20,561.31
128 12,714.24 168 16,687.44 208 20,660.64
129 12,813.57 169 16,786.77 209 20,759.97
130 12,912.90 170 16,886.10 210 20,859.30
131 13,012.23 171 16,985.43 211 20,958.63
132 13,111.56 172 17,084.76 212 21,057.96
133 13,210.89 173 17,184.09 213 21,157.29
134 13,310.22 174 17,283.42 214 21,256.62
135 13,409.55 175 17,382.75 215 21,355.95
136 13,508.88 176 17,482.08 216 21,455.20
137 13,608.21 177 17,581.41 217 21,554.61
138 13,707.54 178 17,680.74 218 21,653.94
139 13,806.87 179 17,780.07 219 21,753.27
140 13,906.20 180 17,879.40 220 21,852.60
141 14,005.53 181 17,978.73 221 21,951.93
142 14,104.86 182 18,078.06 222 22,051.26
143 14,204.19 183 18,177.39 223 22,150.59
144 14,303.52 184 18,276.72 224 22,249.92
145 14,402.85 185 18,376.05 225 22,349.25
146 14,502.18 186 18,475.38 226 22,448.58
147 14,601.51 187 18,574.71 227 22,547.91
148 14,700.84 188 18,674.04 228 22,647.24
149 14,800.17 189 18,773.37 229 22,746.57
150 14,899.50 190 18,872.70 230 22,845.90
151 14,998.83 191 18,972.03 231 22,945.23
152 15,098.16 192 19,071.36 232 23,044.56
153 15,197.49 193 19,170.69 233 23,143.89
154 15,296.82 194 19,270.02 234 23,243.22
155 15,396.15 195 19,369.35 235 23,342.55
156 15,495.48 196 19,468.68 236 23,441.88
157 15,594.81 197 19,568.01 237 23,541.21
158 15,694.14 198 19,667.34 238 23,640.54
159 15,793.47 199 19,766.67 239 23,739.87
160 15,892.80 200 19,866.00 240 23,839.20]
CONTINUATION AMOUNTS ARE DESCRIBED IN THE CONTINUATION AMOUNT AND
CONTINUATION PERIOD PROVISION
P1251DP 5/99
<PAGE>
POLICY NUMBER: [N00000000]
TABLE OF SURRENDER CHARGES
POLICY SURRENDER POLICY SURRENDER POLICY SURRENDER
MONTH CHARGE MONTH CHARGE MONTH CHARGE
[1 14,000.00 37 14,000.00 73 13,880.00
2 14,000.00 38 14,000.00 74 13,760.00
3 14,000.00 39 14,000.00 75 13,650.00
4 14,000.00 40 14,000.00 76 13,530.00
5 14,000.00 41 14,000.00 77 13,410.00
6 14,000.00 42 14,000.00 78 13,330.00
7 14,000.00 43 14,000.00 79 13,180.00
8 14,000.00 44 14,000.00 80 13,060.00
9 14,000.00 45 14,000.00 81 12,950.00
10 14,000.00 46 14,000.00 82 12,830.00
11 14,000.00 47 14,000.00 83 12,710.00
12 14,000.00 48 14,000.00 84 12,600.00
13 14,000.00 49 14,000.00 85 12,480.00
14 14,000.00 50 14,000.00 86 12,360.00
15 14,000.00 51 14,000.00 87 12,250.00
16 14,000.00 52 14,000.00 88 12,130.00
17 14,000.00 53 14,000.00 89 12,010.00
18 14,000.00 54 14,000.00 90 11,900.00
19 14,000.00 55 14,000.00 91 11,780.00
20 14,000.00 56 14,000.00 92 11,660.00
21 14,000.00 57 14,000.00 93 11,550.00
22 14,000.00 58 14,000.00 94 11,430.00
23 14,000.00 58 14,000.00 95 11,310.00
24 14,000.00 60 14,000.00 96 11,200.00
25 14,000.00 61 14,000.00 97 11,080.00
26 14,000.00 62 14,000.00 98 10,960.00
27 14,000.00 63 14,000.00 99 10,850.00
28 14,000.00 64 14,000.00 100 10,730.00
29 14,000.00 65 14,000.00 101 10,610.00
30 14,000.00 66 14,000.00 102 10,500.00
31 14,000.00 67 14,000.00 103 10,380.00
32 14,000.00 68 14,000.00 104 10,260.00
33 14,000.00 69 14,000.00 105 10,150.00
34 14,000.00 70 14,000.00 106 10,030.00
35 14,000.00 71 14,000.00 107 9,910.00
36 14,000.00 72 14,000.00 108 9,800.00
P1251DP 5/99 CONTINUED
<PAGE>
POLICY NUMBER: [NOOOO0OOO]
TABLE OF SURRENDER CHARGES
POLICY SURRENDER POLICY SURRENDER POLICY SURRENDER
MONTH CHARGE MONTH CHARGE MONTH CHARGE
109 9,680.00 145 5,480.00 181 1,280.00
110 9,560.00 146 5,360.00 182 1,160.00
111 9,450.00 147 5,250.00 183 1,050.00
112 9,330.00 148 5,130.00 184 930.00
113 9,210.00 149 5,010.00 185 810.00
114 9,100.00 150 4,900.00 186 700.00
115 8,980.00 151 4,780.00 187 580.00
116 8,886.00 152 4,660.00 188 460.00
117 8,750.00 153 4,550.00 189 350.00
118 8,630.00 154 4,430.00 190 230.00
119 8,510.00 155 4,310.00 191 110.00
120 8,400.00 156 4,200.00 192 0.00]
121 8,280.00 157 4,080.00
122 8,160.00 158 3,960.00
123 8,050.00 159 3,850.00
124 7,930.00 160 3,730.00
125 7,810.00 161 3,610.00
126 7,770.00 162 3,500.00
127 7,580.00 163 3,380.00
128 7,460.00 164 3,260.00
129 7,350.00 165 3,150.00
130 7,230.00 166 3,030.00
131 7,110.00 167 2,910.00
132 7,000.00 168 2,800.00
133 6,880.00 169 2,680.00
134 6,760.00 170 2,560.00
135 6,650.00 171 2,450.00
136 6,530.00 172 2,330.00
137 6,410.00 173 2,210.00
138 6,300.00 174 2,100.00
139 6,180.00 175 1,980.00
140 6,060.00 176 1,860.00
141 5,950.00 177 1,750.00
142 5,830.00 178 1,630.00
143 5,710.00 179 1,510.00
144 5,600.00 180 1,400.00
P1251DP 5/99
<PAGE>
POLICY NUMBER: [N0000000]
TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
AGE LIFE
MONTHLY
RATE
[35 0.00020
36 0.00066
37 0.00121
38 0.00186
39 0.00265
40 0.00359
41 0.00476
42 0.00613
43 0.00775
44 0.00961
45 0.01183
46 0.01443
47 0.01748
48 0.02104
49 0.02522
50 0.03014
51 0.03602
52 0.04311
53 0.05168
54 0.06186
55 0.07389
56 0.08795
57 0.10404
58 0.12230
59 0.14364
60 0.16895
61 0.19907
62 0.23596
63 0.28155
64 0.33722
65 0.40307
66 0.47989
67 0.56783
68 0.66735
69 0.78169
P1251DP 5/99 CONTINUED
<PAGE>
POLICY NUMBER: [N00000000]
TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
AGE LIFE
MONTHLY
RATE
70 0.91701
71 1.08841
72 1.27876
73 1.52262
74 1.81657
75 2.16057
76 2.55596
77 3.00219
78 3.49949
79 4.05866
80 4.69923
81 5.44086
82 6.30715
83 7.31754
84 8.46287
85 9.73940
86 11.12947
87 12.12947
88 14.23436
89 15.95026
90 17.78896
91 19.78598
92 22.00632
93 24.56619
94 27.80324
95 32.43367
96 40.11854
97 55.18811
98 83.33333
99 & 83.33333]
Older
P1251DP 5/99
<PAGE>
TABLE OF CONTENTS
Policy Data .............................................................3
Definitions .............................................................4
Introduction ............................................................6
The Owner and the Beneficiary ...........................................6
Premium Payments ........................................................7
Death Proceeds .........................................................10
The Separate Account ...................................................12
Account Value Benefits .................................................14
Loan Benefits ..........................................................17
General Information ....................................................19
Optional Payment Plans .................................................21
A copy of the application and any riders and endorsements follow page 23.
DEFINITIONS
Account Value - The total amount under the Policy in each Investment Subdivision
and our General Account.
Age - An Insured's age on his or her birthday nearest the Policy Date or a
policy anniversary.
Attained Age - An Insured's age on the Policy Date plus the number of full years
since the Policy Date.
Beneficiary - The person or entity designated by the Owner to receive the Death
Proceeds payable at the death of the second Insured to die.
Continuation Amount - A cumulative amount set forth on the policy data pages for
each month of the Continuation Period.
Continuation Period - The period, shown on the policy data pages, during which
the Policy will remain in effect if the Net Total Premium is at least equal to
the Continuation Amount for the number of Policy Months that the Policy has been
in effect.
The Company - GE Life and Annuity Assurance Company. "We", "us" or "our" refers
to the Company.
Death Benefit - The amount determined under the death benefit option in effect
as of the date of death of the second Insured to die.
Death Proceeds - The total amount payable to the Beneficiary upon the death of
the second Insured to die.
Fund - Any open-end management investment company or investment portfolio
thereof, or unit investment trust or series thereof, in which an Investment
Subdivision invests.
FORM P1251 5/99
4
<PAGE>
General Account - Assets of the Company other than those allocated to the
Separate Account or any other Separate Account of the Company.
Home Office - The Company's offices at 6610 West Broad Street, Richmond,
Virginia 23230.
Insured(s) - The persons whose lives are insured under this Policy.
Investment Subdivision - Subdivision of the Separate Account, the assets of
which are invested exclusively in a corresponding Fund.
Monthly Anniversary Day - The same day in each month as the Policy Date. This
day is shown on the policy data pages.
Net Premium - The portion of each premium paid which is used in determining the
Account Value. It is equal to the premium paid times the Net Premium Factor.
Net Premium Factor - The factor used in determining the Net Premium which
reflects a deduction from each premium paid.
Net Total Premium - On any date, Net Total Premium means the total of all
premiums paid to that date less (a) divided by (b), where:
(a) is any outstanding Policy Debt, plus the sum of any partial surrenders to
date; and
(b) is the Net Premium Factor.
Optional Payment Plan - A plan whereby any part of Death Proceeds or Surrender
Value proceeds can be left with us to provide a series of periodic payments to
an Owner or Beneficiary.
Owner - The Owner of the Policy as named in this Policy. "You" or "your" refers
to the Owner. Contingent owners may also be named.
Planned Periodic Premium - A level premium amount scheduled for payment at fixed
intervals over a specified period of time.
Policy - This Policy with any attached application(s), and any riders and
endorsements.
Policy Date - Date as of which the Company issues the Policy and as of which the
Policy becomes effective. Policy years and anniversaries are measured from the
Policy Date. The Policy Date is shown on the policy data pages.
Policy Debt - The amount of outstanding loans plus accrued interest. Policy Debt
is deducted from proceeds payable at the death of the second Insured to die, or
at the time of surrender.
Policy Month - A one-month period beginning on a Monthly Anniversary Day and
ending on the day immediately preceding the next Monthly Anniversary Day.
Separate Account - The segregated asset account of the Company shown on the
policy data pages.
Specified Amount - An amount used in determining the insurance coverage. The
original Specified Amount is shown on the policy data pages.
Surrender Value - The amount payable to the Owner upon surrender of the Policy.
Unit Value - Unit of measure used to calculate the Account Value for each
Investment Subdivision.
<PAGE>
Valuation Day - For each Investment Subdivision, each day on which the New York
Stock Exchange is open for business except for days that the Investment
Subdivision's corresponding Fund does not value its shares.
Valuation Period - Period that starts at the close of regular trading on the New
York Stock Exchange on any Valuation Day and ends at the close of regular
trading on the next succeeding Valuation Day.
INTRODUCTION
This is a flexible premium variable joint life insurance policy. The first
premium payment is due on the Policy Date. Subsequent premiums may be paid at
any time while this Policy is in effect, subject to conditions specified in the
Premium Payments section. In return for these premiums and the insurance
application, we provide certain benefits.
The Policy provides Death Proceeds. Proceeds can be paid in a lump sum or under
an Optional Payment Plan. No Death Proceeds are payable until the death of the
second Insured to die. (See Death Proceeds section.)
The Policy has an Account Value. The Account Value reflects the investment
experience of the Separate Account. (See THE SEPARATE ACCOUNT section.) This
Account Value is the basis for certain benefits you can use before the death of
the second Insured to die.
READ YOUR POLICY CAREFULLY.
Projection of Values
We will provide a projection of illustrative future life insurance and Account
Value proceeds. To receive the illustration, send a written request to our Home
Office. You must pay any service fee in effect at that time. The fee will not be
more than $25 per illustration.
The illustration will assume:
o amounts of insurance;
o coverage options;
o future premium payments you specify; and
o other assumptions specified by you or by us.
When This Policy Will Terminate
All coverage under this Policy will terminate when:
o you request that coverage terminate and you return this Policy;
o at the second death of the two Insureds; or
o the grace period ends without sufficient premium being paid.
This Policy will also terminate as stated in the Suicide provision.
THE OWNER AND THE BENEFICIARY
The Owner
You have rights in the Policy during either Insured's life. The Policy names the
Insureds. If you are not an Insured, you should name a contingent owner who will
become the Owner if you die before either Insured. If you die before either
Insured and there is no contingent owner, ownership passes to your estate. If
there are multiple Owners, they own the Policy jointly with rights of
survivorship. If the last surviving joint Owner dies before both Insureds,
ownership passes to the estate of that joint Owner.
FORM P 1251 5/99 6
<PAGE>
The Beneficiary
You may name primary and contingent Beneficiaries. Your original Beneficiary
choice is shown in the attached application. Unless an Optional Payment Plan is
chosen, Death Proceeds will be paid in a lump sum to the primary Beneficiary. If
the primary Beneficiary dies before the second Insured to die, Death Proceeds
will be paid to the contingent Beneficiary. If no Beneficiary survives both
Insureds, Death Proceeds will be paid to you or your estate.
You may name more than one primary or contingent Beneficiary. If you do, the
proceeds will be paid in equal shares to the survivors in the appropriate
Beneficiary class who survive both Insureds, unless you have requested
otherwise.
Changing the Owner or Beneficiary
During either Insured's life, you may change the Owner. You may also change the
Beneficiary during either Insured's life if you reserved this right.
How to Change the Owner or Beneficiary. To make a change, send a written request
to our Home Office. The request must be received by us in a form satisfactory to
us. The change will take effect as of the date you sign the request. The change
will be subject to any payment we make before we record the change.
Using the Policy as Collateral for a Loan
This Policy may be assigned as collateral security. We must be notified in
writing if you assign the Policy. Any payment we make before we record the
assignment at our Home Office will not be affected. We are not responsible for
the validity of an assignment. Your rights and the rights of any revocable
Beneficiary may be affected by an assignment.
Trustee
If a trustee is named as the Owner or Beneficiary of this Policy and
exercises ownership rights or claims benefits, we will have no obligation to
verify that a trust is in effect. We are not obligated to verify that the
trustee is acting within the scope of his/her authority. Payment of policy
benefits to the trustee will release us from all obligations under the Policy to
the extent of the payment. We will have no obligation to ensure that a payment
to the trustee is applied according to the terms of the trust agreement.
PREMIUM PAYMENTS
This Policy's first premium is due on the Policy Date.
Premiums After the First Premium
Any premium payments after the first premium may be made under a periodic plan
or at any time while this Policy is in effect.
Periodic Premium Plan. You may request that we send reminders of your Planned
Periodic Premium. You may choose to send premiums directly to us either
annually, semi-annually, or quarterly. We can also arrange for pre-authorized
payments from your bank account or similar facility either annually,
semi-annually, quarterly or monthly. Planned Periodic Premiums will be subject
to our rules on minimum amount.
You can change the frequency or amount of your Planned Periodic Premium. We
reserve the right to limit the amount of any increase in Planned Periodic
Premiums.
7
<PAGE>
Unscheduled Payments. You can make an unscheduled premium payment at any time
while this Policy is in effect. Unscheduled payments are applied first to repay
any Policy Debt, unless you direct us otherwise. We reserve the right to limit
the number and amount of any unscheduled premium payments.
Maximum Premiums. We will limit the total of all premiums paid to date for this
Policy to the amounts shown in the table of maximum premiums in the policy data
pages. We may reject any premium, or any portion of a premium, that would result
in the Policy being disqualified as life insurance under the Internal Revenue
Code. We will refund any rejected premium along with any interest it accrued. We
reserve the right to change the table of maximum premiums when necessary as a
result of changes in coverage or to maintain compliance with the Internal
Revenue Code. If we do, we will send you a new table of maximum premiums
reflecting the adjusted amounts.
When and Where to Pay Premiums
Each premium is payable in advance. Send each premium to our Home Office. Make
the check payable to GE Life and Annuity Assurance Company.
Allocation of Net Premiums
You may allocate the Net Premium to one or more Investment Subdivisions of the
Separate Account. You may not allocate Net Premium to more than the maximum
number of allocations shown in the policy data pages. The minimum percentage of
each Net Premium which may be allocated to any particular Investment Subdivision
is shown on the policy data pages. We will allocate the initial Net Premium and
any Net Premiums received within 15 days after the Policy Date to the Money
Market Investment Subdivision. The entire value will remain in that Investment
Subdivision for 15 days after the Policy Date. Then the Account Value in the
Money Market Investment Subdivision will be transferred in accordance with your
Net Premium allocation instructions. Any Net Premiums received after 15 days
from the Policy Date will be allocated in accordance with your instructions. You
may change the allocation of Net Premiums at any time without charge. To change
your allocations send us a notice at our Home Office. The notice must be in
writing or in any form acceptable to us. The changed allocation will apply to
premiums received after we record the change.
Continuation Amount and Continuation Period
On any Monthly Anniversary Day during the Continuation Period, if the Surrender
Value of this Policy is not sufficient to cover the monthly deduction, this
Policy will remain in effect if the Net Total Premium is at least equal to the
Continuation Amount.
At the end of the Continuation Period, you may have to pay an additional premium
to keep the Policy in effect. (See Insufficient Surrender Value provision.)
An increase in Specified Amount will increase the Continuation Amounts. A
decrease in Specified Amount will reduce the Continuation Amounts. Any
termination and subsequent reinstatement of the Policy will reduce the
Continuation Amounts. We will send you a supplemental policy data page
reflecting the adjusted amounts. The Continuation Period will be as though the
Policy had been in effect continuously from its original Policy Date.
Grace Period
On any Monthly Anniversary Day during the Continuation Period, if (1) the
Surrender Value is not sufficient to cover the monthly deduction, and (2) the
Net Total Premium is less than the Continuation Amount, you must pay a premium
sufficient to keep the Policy in effect or coverage will terminate. The amount
of the sufficient premium will equal the lesser of (a) and (b), where:
(a) equals the monthly deduction due minus the Surrender Value, and that result
divided by the Net Premium Factor; and
(b) equals the Continuation Amount minus the Net Total Premium.
FORM P1251 S/99 8
<PAGE>
All amounts in (a) and (b) above are as of the Monthly Anniversary Day at the
beginning of the grace period. The monthly deduction is described in the ACCOUNT
VALUE BENEFITS section.
On any Monthly Anniversary Day after the Continuation Period, if the Surrender
Value is not sufficient to cover the monthly deduction, you must pay a premium
sufficient to keep the Policy in effect or coverage will terminate. In this
case, the amount of the sufficient premium will equal the monthly deduction due
minus the Surrender Value, and that result divided by the Net Premium Factor. As
used in this paragraph, the monthly deduction due and the Surrender Value are
both as of the Monthly Anniversary Day at the beginning of the grace period.
In either case, we will mail you written notice of the sufficient premium. This
notice will be sent to your last known address. You have a 61-day grace period
from the date we mail the notice to pay the sufficient premium.
Coverage continues during the 61-day grace period. If the death of the second
Insured to die occurs during the grace period, proceeds will be reduced by the
amount of the sufficient premium (as described in this provision) that would
have been required to keep the Policy in effect.
If the sufficient premium is not paid by the end of the grace period, this
Policy will terminate without value.
How This Policy Can Be Reinstated
You may reinstate this Policy within three years of the end of the grace period
if:
(1) you submit an application for reinstatement;
(2) you provide required evidence of insurability satisfactory to us that
each Insured is insurable at the same rating class used at policy
issue to determine the guaranteed maximum cost of insurance rate scale;
(3) the Policy has not been surrendered for cash; and
(4) you pay the premium as described in this section.
The Policy will be reinstated effective on the date we approve the
reinstatement. The surrender charge and the Continuation Period will be as
though the Policy had been in effect continuously from its original Policy Date.
On the date of reinstatement, the Account Value will be allocated to the
Investment Subdivisions of the Separate Account. Unless you tell us otherwise,
these allocations will be made in the same manner that Net Premiums are
allocated.
If this Policy terminates and is reinstated before the end of the Continuation
Period, you will have to pay a premium equal to (1) minus (2) minus (3) plus
(4), where:
(1) is the Continuation Amount as of the date of reinstatement;
(2) is the sum of the monthly deductions that would have been made during
the period between termination and reinstatement, divided by the Net
Premium Factor;
(3) is the Net Total Premium on the date of termination; and
(4) is an amount sufficient to keep the Policy in effect for two Policy
Months after the date of reinstatement.
On the date of reinstatement, the Account Value will equal (a) plus (b) minus
(c), where:
(a) is the Account Value on the first day of the grace period;
(b) is the premium paid to reinstate multiplied by the Net Premium Factor;
and
(c) is the monthly deduction for the month following the date of
reinstatement.
If this Policy terminates before the end of the Continuation Period, and is
reinstated after the end of the Continuation Period, you will have to pay a
premium which, after multiplying it by the Net Premium Factor, equals (1) plus
(2) minus (3), where:
9
<PAGE>
(1) is the surrender charge on the date of termination;
(2) is an amount equal to the monthly deductions for two months after the date
of reinstatement; and
(3) is the Account Value on the date of termination.
On the date of reinstatement, the Account Value will equal (a) plus (b) plus
(c), where:
(a) is the surrender charge in effect on the date of reinstatement;
(b) is an amount equal to the monthly deductions for the two months after
the date of reinstatement, minus the monthly deduction for the month
following the date of reinstatement; and
(c) is any premium paid in excess of the required reinstatement premium,
multiplied by the Net Premium Factor.
If this Policy terminates after the end of the Continuation Period and is
reinstated, you will have to pay a premium to keep the Policy in effect for at
least two months.
On the date of reinstatement, the Account Value will equal (a) plus (b) minus
(c), where:
(a) is the surrender charge in effect on the date of reinstatement;
(b) is the premium paid to reinstate multiplied by the Net Premium Factor;
and
(c) is the monthly deduction for the month following the date of
reinstatement.
DEATH PROCEEDS
Death Proceeds are payable at the death of the second Insured to die. No
benefits are payable at the death of the first Insured to die. We will process a
claim for Death Proceeds on this Policy when we receive:
o this Policy;
o due proof that both Insureds died while this Policy was in effect; and
o proof of the interest of the claimant.
Proceeds can be paid in a lump sum or under an Optional Payment Plan.
How We Determine Death Proceeds
In the application for original coverage, the Owner elected one of two death
benefit options.
Under Option A, the Death Benefit is the greater of (1) and (2), where:
(1) is the Specified Amount plus the Account Value; and
(2) is the Account Value multiplied by the corridor percentage.
Under Option B, the Death Benefit is the greater of (1) and (2), where:
(1) is the Specified Amount; and
(2) is the Account Value multiplied by the corridor percentage.
For both Option A and Option B, references to Specified Amount and Account Value
in items (1) and (2), are amounts in effect on the date of death of the second
Insured to die.
In no event will the Death Benefit be less than the amount required to keep the
Policy qualified as life insurance.
The corridor percentage will depend on the Attained Age of the younger Insured
on the date of death of the second Insured to die. If the younger Insured was
the first to die, the corridor percentage will depend on the Attained Age that
he/she would have been if still living. (See the corridor percentage chart in
this section.)
FORM P 1251 5/99 10
<PAGE>
The actual amount of Death Proceeds will depend on:
o the Death Benefit as determined in this section;
o the use of the Account Value;
o any partial surrenders;
o any Policy Debt;
o any additional insurance provided by rider;
o any increase or decrease in existing coverage;
o either Insured's suicide during the first two policy years (one year
in Colorado) or during the first two policy years (one year in
Colorado) following an increase in existing coverage; and
o a misstatement of either Insured's Age or gender.
<TABLE>
<CAPTION>
Younger Younger Younger Younger
Insured's Insured's Insured's Insured's
Attained Corridor Attained Corridor Attained Corridor Attained Corridor
Age Percentage Age Percentage Age Percentage Age Percentage
--- ---------- --- ---------- --- ---------- --- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
40 or 50 185% 61 128% 72 111%
younger 250% 51 178 62 126 73 109
41 243 52 171 63 124 74 107
42 236 53 164 64 122 75 105
43 229 54 157 65 120 through
44 222 55 150 66 119 90
45 215 56 146 67 118 91 104
46 209 57 142 68 117 92 103
47 203 58 138 69 116 93 102
48 197 59 134 70 115 94 or older 101
49 191 60 130 71 113
</TABLE>
Compliance as Life Insurance
We reserve the right to amend this Policy as necessary to maintain compliance
with the Internal Revenue Code. We will send any such amendments to you. You
have the right to refuse such amendments and accept full responsibility for any
consequences as a result of such refusal.
Change in Existing Coverage
After the Policy has been in effect for one year, you can increase or decrease
the Specified Amount. To make a change, send a written request along with the
Policy to our Home Office.
Decrease in Specified Amount. Any decrease will become effective on the Monthly
Anniversary Day after the date we receive the request. The decrease will first
apply to coverage provided by the most recent increase. Then the decrease will
apply to the next most recent increases successively. Next the decrease will
apply to the coverage provided under the original application.
During the Continuation Period, we will not allow a decrease unless the Account
Value less any Policy Debt is greater than the surrender charge. A decrease may
not cause the Specified Amount to be less than the minimum Specified Amount
shown on the policy data pages. A decrease may cause a surrender charge to be
assessed and may require us to make a payment to you to keep the Policy
qualified as life insurance. If this event occurs, we will send you revised
policy data pages. (See Surrender Charge on Decrease in Specified Amount in the
Surrender provision.)
11
<PAGE>
Increase in Specified Amount. While both Insureds are living, you may apply for
an increase in Specified Amount using a supplemental application. You will have
to submit evidence satisfactory to us that each Insured is insurable at the same
rating class used at policy issue. An increase in Specified Amount may incur
additional surrender charges except for increases in Specified Amount resulting
from a change from death benefit Option A to death benefit Option B. Any
approved increase will become effective on the date shown in the supplemental
policy data page. The approved increase is subject to deduction of the first
month's cost of increased insurance from the Account Value of this Policy.
Change in Death Benefit Options
If you elected death benefit Option A, you can request a change to death benefit
Option B. The Specified Amount after the change will equal the sum of (1) plus
(2), where:
(1) is the Specified Amount on the date your request becomes effective; and
(2) is the Account Value on the date your request becomes effective.
If you elected death benefit Option B, you can request a change to death benefit
Option A. This will decrease the Specified Amount by the amount of Account
Value. The decrease will not cause a surrender charge to be assessed.
Any change in death benefit options will become effective on the first Monthly
Anniversary Day after the date we receive the request in our Home Office.
THE SEPARATE ACCOUNT
The Separate Account supports the operation of this Policy and certain other
variable life insurance policies we may offer. We will not allocate assets to
the Separate Account to support the operation of any contracts or policies that
are not variable life insurance.
We own the assets in the Separate Account. These assets are held separately from
our other assets. They are not part of our General Account.
The Separate Account is registered with the Securities and Exchange Commission
as a unit investment trust under the Investment Company Act of 1940. The
Separate Account is also subject to laws of the Commonwealth of Virginia which
regulate the operations of insurance companies incorporated in Virginia. The
investment policy of the Separate Account will not be changed without the
approval of the Insurance Commissioner of the Commonwealth of Virginia. The
approval process is on file with the Insurance Commissioner of the state in
which this Policy was delivered.
Insulation of Assets
The portion of the assets of the Separate Account which equals the reserves and
other policy liabilities which are supported by the Separate Account will not be
charged with liabilities arising from any other business we conduct. We have the
right to transfer to our General Account any assets of the Separate Account
which are in excess of such reserves and other policy liabilities.
Investment Subdivisions
The Separate Account is divided into Investment Subdivisions. The income, gains
and losses, realized or unrealized, from the assets allocated to an Investment
Subdivision are credited to or charged against such investment Subdivision
without regard to other income, gains or losses of the Company.
The Investment Subdivisions available under this Policy are shown in the policy
data pages. Each Investment Subdivision in the Separate Account invests
exclusively in a Fund. Any amounts of income, dividends and gains distributed
from the shares of a Fund are reinvested in additional shares of that Fund.
FORM P1251 5/99 12
<PAGE>
Changes to the Separate Account and Investment Subdivisions
Where permitted by applicable law, the Company may:
o create new separate accounts;
o combine separate accounts, including the Separate Account;
o transfer assets of the Separate Account, which we determine to be
associated with the class of policies to which this Policy belongs, to
another separate account;
o add new Investment Subdivisions to or remove existing Investment
Subdivisions from the Separate Account or combine Investment
Subdivisions;
o make Investment Subdivisions (including new Investment Subdivisions)
available to such classes of policies as we may determine;
o add new Funds or remove existing Funds;
o substitute new Funds for any existing Fund whose shares are no longer
available for investment;
o substitute new Funds for any existing Fund which we determine is no
longer appropriate in light of the purposes of the Separate Account;
o deregister the Separate Account under the Investment Company Act of
1940; and
o operate the Separate Account under the direction of a committee
or in any other form permitted by law.
In the event of any substitution or change, we may, by appropriate endorsement,
make such changes in this and other policies as may be necessary or appropriate
to reflect the substitution or change.
Valuation of Separate Account Assets
We will value the assets of the Separate Account each Valuation Day at their
fair market value. The valuation will be done in accordance with accepted
accounting practices and applicable laws and regulations.
Unit Value
Each Investment Subdivision has a Unit Value. When Net Premiums or other amounts
are transferred into an Investment Subdivision, a number of units are purchased
based on that Investment Subdivision's Unit Value as of the end of the Valuation
Period during which the transfer is made. Likewise, when amounts are transferred
out of an Investment Subdivision, units are redeemed in a similar manner.
The Unit Value of each Investment Subdivision was arbitrarily set when the
Investment Subdivision began operations. The Unit Value for each subsequent
Valuation Period is the net investment factor for that period, multiplied by the
Unit Value for the immediately preceding period. The Unit Value for a Valuation
Period applies to each day in the period.
Each Investment Subdivision has its own net investment factor. In the following
definition, "assets" refers to the assets in each Investment Subdivision. "Any
amount charged against the Separate Account" refers to those amounts that are
allocated to each Investment Subdivision.
The net investment factor for a Valuation Period is (a) divided by (b), minus
(c), where:
(a) is the result of:
1. the value of the assets at the end of the preceding Valuation Period;
plus
2. the investment income and capital gains, realized or unrealized,
credited to those assets at the end of the Valuation Period for which
the net investment factor is being determined; minus
3. the capital losses, realized or unrealized, charged against those
assets during the Valuation Period; minus
4. any amount charged against the Separate Account for taxes, or any
amount we set aside during the Valuation Period as a provision for
taxes attributable to the operation or maintenance of the Separate
Account; and
13
<PAGE>
(b) is the value of the assets in the Investment Subdivision at the end of
the preceding Valuation Period; and
(c) is a charge no greater than the maximum mortality and expense risk
charge, as shown on the policy data pages, made for each day in the
Valuation Period.
Transfers
You may transfer Account Value among the Investment Subdivisions of the Separate
Account. The transfer will be effective as of the end of the Valuation Period
during which we receive your request at our Home Office. You must request a
transfer in writing or in any other form acceptable to us. The first transfer in
each calendar month will be made without a transfer charge. A transfer charge
will be imposed for each subsequent transfer in the same calendar month. This
transfer charge is shown on the policy data pages. When we make transfers, the
Account Value on the date of the transfer will not be affected by the transfer
except to the extent of the transfer charge. The transfer charge will be taken
from the amount transferred.
We reserve the right to limit, upon written notice, the number of transfers each
calendar year to twelve. Also, we reserve the right to refuse to execute any
transfer:
(1) if any of the Investment Subdivisions that would be affected by the
transfer is unable to purchase or redeem shares of the Fund in which
the Investment Subdivision invests; or
(2) if the transfer is a result of more than one trade involving the same
Investment Subdivision within a 30 day period; or
(3) if the transfer would adversely affect accumulation unit values (which
may occur if the transfer would affect one percent or more of the
relevant Fund's total assets).
Where permitted by law, we may accept your authorization of third party
transfers on your behalf. We may restrict the Investment Subdivisions that will
be available to you for transfers of Account Value and we may restrict the
number of such transfers during any period in which you authorize such third
party to act on your behalf. We will give you prior notice of any such
restrictions. However, we will not enforce such restrictions if you provide us
with satisfactory evidence that (1) such third party has been appointed by a
court of competent jurisdiction to act on your behalf, or (2) such third party
has been appointed by you to act on your behalf for all your financial affairs.
ACCOUNT VALUE BENEFITS
How We Determine Account Value
At the end of the Valuation Period during which the first premium is applied,
the Account Value in each Investment Subdivision is equal to (a) minus (b),
where:
(a) is the portion of the Net Premium which has been paid and allocated to
that Investment Subdivision; and
(b) is the portion of any due and unpaid monthly deductions allocated to
the Account Value in that Investment Subdivision.
At the end of each Valuation Period after such date, the Account Value allocated
to each Investment Subdivision of the Separate Account is (1) plus (2) plus (3)
minus (4) minus (5) minus (6), where:
(1) is the Account Value allocated to the Investment Subdivision at the
end of the preceding Valuation Period, multiplied by the Investment
Subdivision's net investment factor for the current Valuation Period;
(2) is Net Premiums received during the current Valuation Period and which
are allocated to the Investment Subdivision;
(3) is any other amount transferred into the Investment Subdivision during
the current Valuation Period;
FORM Pl251 5/99 14
<PAGE>
(4) is any partial surrender made from the Investment Subdivision during
the current Valuation Period;
(5) is any Account Value transferred out of the Investment Subdivision
during the current Valuation Period;
(6) any monthly deduction allocated to the Investment Subdivision during
the current Valuation Period.
How We Determine Net Premium
To calculate the Net Premium, we multiply the premium paid times the Net Premium
Factor.
The minimum Net Premium Factor is shown on the policy data pages. We may use a
Net Premium Factor greater than the minimum Net Premium Factor at our sole
discretion.
Monthly Deduction
The monthly deduction is a charge made on the Policy Date and each Monthly
Anniversary Day thereafter against the Account Value. It is determined by adding
the cost of insurance, the cost of additional benefits provided by rider, the
initial monthly expense charge, any increase monthly expense charge, and the
monthly policy charge.
Monthly Policy Charge. The actual monthly policy charge will never be greater
than the maximum monthly policy charge shown on the policy data pages.
Initial Monthly Expense Charge. The initial monthly expense charge will be
included in the monthly deduction. The maximum amount of the charge per $1,000
of initial Specified Amount is shown on the policy data pages.
Increase Monthly Expense Charge. The increase monthly expense charge will be
included in the monthly deduction. The maximum amount of the charge per $1,000
of increase is shown on the policy data pages.
The monthly deduction for a Policy Month will be allocated among the Investment
Subdivisions of the Separate Account in the same proportion that the Policy's
Account Value in each Investment Subdivision bears to the total Account Value in
all Investment Subdivisions at the beginning of the Policy Month.
Cost of Insurance
The cost of insurance is calculated on each Monthly Anniversary Day and is based
on the net amount at risk. The net amount at risk is calculated by dividing the
Death Benefit by 1.0032737, and then subtracting the Account Value. To determine
the cost of insurance for a particular Policy Month, we divide the net amount at
risk by 1000 and multiply that result by the applicable cost of insurance rate.
If Option B is in effect, and the Specified Amount has increased, the Account
Value is first considered part of the initial Specified Amount. If the Account
Value is more than the initial Specified Amount, it will be considered part of
the increased Specified Amounts resulting from increases in the order of the
increases.
Cost of Insurance Rate. The monthly rate is based on each Insured's gender,
issue age, rating class and policy duration. The rates are determined by us
according to our expectations of future experience for mortality, lapse, taxes,
interest, and expenses. We can change the rates from time to time. They will
never be more than the maximum rates shown in the table of guaranteed maximum
insurance rates. A change in rates will apply to all persons of the same age,
gender and rating class and whose policies have been in effect for the same
length of time.
15
<PAGE>
Insufficient Surrender Value
On a Monthly Anniversary Day, if the Surrender Value is not enough to cover the
monthly deduction for that Monthly Anniversary Day, the Grace Period provision
will apply.
Continuation of Coverage
This Policy and any riders will remain in effect:
o as long as the Surrender Value covers the monthly deduction; or
o as provided for in the Continuation Amount and Continuation Period
provision under PREMIUM PAYMENTS.
A rider attached to this Policy will not continue beyond its termination date
under any circumstances. (In Rhode Island the automatic premium loan is
mandatory unless elected otherwise.)
Surrender
You can make a full or partial surrender of this Policy by sending a written
request and the Policy to our Home Office. Unless an Optional Payment Plan is
chosen, any proceeds payable will be paid to you in a lump sum. A surrender must
take place prior to the death of the second Insured to die.
Amount Payable on Surrender. The Surrender Value of this Policy is the Account
Value on the date we receive your request for surrender in our Home Office less
any Policy Debt and less any surrender charge that applies.
Surrender Charge. We will charge a surrender charge during any surrender charge
period. Surrender charge amounts are shown in the policy data pages. The
surrender charge period is the period of Policy Months for which a surrender
charge is shown in the policy data pages. The total surrender charge for any
given Policy Month is the sum of:
o the surrender charge that applies to the original Specified Amount,
adjusted for any decrease in Specified Amount; plus,
o the surrender charges that apply to any increases in Specified Amount,
adjusted for any decrease in Specified Amount.
Surrender Charge on Decrease in Specified Amount. If the Specified Amount is
decreased during the surrender charge period other than for a partial surrender,
we will charge a surrender charge. The amount of surrender charge will be
deducted from your Account Value. The charge will be allocated among each
Investment Subdivision in the same proportion that the Policy's Account Value in
each Investment Subdivision bears to the Account Value in all Investment
Subdivisions.
The amount of surrender charge will be based:
(1) first on any surrender charge in effect on the most recent increase and
the amount of reduction to this increase caused by the decrease;
(2) then on any surrender charge in effect on the next most recent
increases successively and the amount of any reduction to each of these
increases caused by the decrease; and
(3) finally on the surrender charge in effect on coverage provided under
the original application and any reduction to this amount caused by the
decrease.
Surrender charges in effect before the decrease are adjusted to reflect any
assessments made.
Partial Surrender. You can make a partial surrender of this Policy. A partial
surrender cannot be less than $500. A partial surrender cannot exceed the
lesser of:
o the Surrender Value, less $500; or
o the available loan amount.
FORM P 1251 5/99 16
<PAGE>
We generally will reduce both the Account Value and the Death Proceeds by the
amount of any partial surrender. A partial surrender will not be permitted
during the first policy year if death benefit Option B is in effect.
You may tell us how to allocate the partial surrender among the Investment
Subdivisions of the Separate Account. If you do not, the partial surrender will
be allocated among each Investment Subdivision in the same proportion that the
Policy's Account Value in each Investment Subdivision bears to the total Account
Value in all Investment Subdivisions on the date we receive the request in our
Home Office.
We will deduct a charge from the amount of each partial surrender. This charge
will equal the lesser of (i) $25, or (ii) 2% of the amount of the partial
surrender.
Receiving the Surrender Value
The Surrender Value is payable in one lump sum unless you choose to receive
periodic payments under an Optional Payment Plan.
Postponement of Payments
We will usually pay any amounts payable as a result of surrender, partial
surrender, or policy loan within seven days after we receive written request in
our Home Office, in a form satisfactory to us. We will usually pay any Death
Proceeds within seven days after we receive due proof of death.
Payment of any amount for surrender, partial surrender, policy loan or Death
Proceeds may be postponed whenever:
o the New York Stock Exchange is closed other than customary week-end and
holiday closings, or trading on the New York Stock Exchange is restricted
as determined by the Securities and Exchange Commission; or
o the Securities and Exchange Commission by order permits postponement for
the protection of policyowners; or
o an emergency exists, as determined by the Securities and Exchange
Commission, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to determine
the value of the net assets of the Separate Account.
We have the right to defer payment which is derived from any amount recently
paid to us by check or draft, until we are satisfied the check or draft has been
paid by the bank on which it was drawn.
LOAN BENEFITS
This Policy has loan benefits that are described below.
Making A Policy Loan
You may obtain a policy loan from us. This Policy is the only security required.
The maximum loan amount is 90% of the difference between (a) the Account Value
and (b) any surrender charge on the date of the loan. The available loan amount
is the maximum loan amount less any outstanding Policy Debt.
When a policy loan is made, an amount of Account Value sufficient to secure the
loan is transferred out of the Separate Account and into our General Account.
You may tell us how to allocate that Account Value among the Investment
Subdivisions of the Separate Account. If you do not, that Account Value will be
allocated among each Investment Subdivision in the same proportion that the
Policy's Account Value in each investment Subdivision bears to the total Account
Value in all investment Subdivisions on the date we make the loan.
17
<PAGE>
Any loan transaction will permanently affect the values of the Policy.
Policy Loan Interest
The interest rate charged for policy loans is shown on the policy data pages.
Interest accrues daily, and is due and payable on each policy anniversary. If
interest is not paid when due, an amount equal to the amount owed will be
transferred out of the Separate Account and into our General Account to become
part of the Policy Debt and interest will be charged on that amount. Interest
transferred out of the Separate Account will be transferred from each Investment
Subdivision in the same proportion that the Account Value in that Investment
Subdivision bears to the total Account Value in all Investment Subdivisions at
the time of interest transfer.
Preferred Policy Debt
Account Value in the General Account will earn interest daily at a minimum
annual rate of 4%. On each policy anniversary day, the interest earned since the
preceding policy anniversary day will be transferred into the Separate Account.
This interest will be allocated to the Investment Subdivisions in the same
manner as Net Premiums.
A portion of policy loans taken and/or existing after the preferred loan
availability date (shown on the policy data pages) will be designated as
preferred policy debt. The amount of preferred policy debt is redetermined each
policy month. Borrowed Account Value that corresponds to preferred policy debt
will earn interest at no less than the minimum annual rate of 4%. At our sole
discretion, we may use an interest rate higher than the guaranteed interest
rate.
Preferred policy debt will be at least as large as:
(a) the Account Value less any surrender charge that applies, minus
(b) the total premiums paid.
Repaying Policy Debt
You can repay Policy Debt in part or in full any time during either Insured's
life while this Policy is in effect. Loan payments will first be applied to
reduce the portion of Policy Debt that does not correspond to preferred policy
debt.
When a loan repayment is made, Account Value in the General Account related to
that payment will be transferred into the Separate Account. You may tell us how
to allocate this Account Value among each Investment Subdivision of the Separate
Account. If you do not, we will allocate that amount among the Investment
Subdivisions in the same proportion that Net Premiums are being allocated.
If you do not repay Policy Debt, it will be deducted from any proceeds or
benefit payable at the death of the second Insured to die or on surrender. Any
Policy Debt which exists at the end of the 61-day grace period will be deducted
from the Account Value and considered repaid as of the date of termination.
Minimum Loan Payment
During the Continuation Period, if Policy Debt on any Monthly Anniversary Day
exceeds the Account Value less any surrender charge that applies, and the Net
Total Premium is less than the Continuation Amount, your Policy will enter a
61-day grace period. You will have the 61-day grace period to pay a minimum
loan payment equal to the lesser of (a) and (b), where:
(a) equals the amount by which Policy Debt exceeds the Account Value less
any surrender charge; and
(b) equals the Net Premium Factor times the difference between the
Continuation Amount and the Net Total Premium.
All amounts in (a) and (b) above are as of the Monthly Anniversary Day when
excess Policy Debt first occurs.
FORM P1251 5/99 18
<PAGE>
After the Continuation Period, if Policy Debt on any Monthly Anniversary Day
exceeds the Account Value less any surrender charge that applies, your Policy
will enter a 61-day grace period. In this case, you will have the 61-day grace
period to pay a minimum loan payment equal to the amount by which Policy Debt
exceeds the Account Value less any surrender charge. As used in this paragraph,
Policy Debt, Account Value and surrender charge are all as of the Monthly
Anniversary Day when excess Policy Debt first occurs.
We will send written notice of the minimum loan payment to you and any assignee
of record at our Home Office at least 30 days prior to the date of termination.
If you do not pay the minimum loan payment by the end of the grace period, your
Policy will terminate without value.
GENERAL INFORMATION
Annual Statement
On each policy anniversary, we will send you an annual statement. The statement
will show the Specified Amount, the Account Value, the Surrender Value and
Policy Debt as of the policy anniversary. The statement will also show premiums
paid and charges made during the policy year.
Calculation of Values
Our calculations of guaranteed maximum cost of insurance rates are based on the
Commissioners' 1980 Standard Ordinary Smoker or Nonsmoker Mortality Tables (age
nearest birthday).
The values provided for in this Policy are always at least what is required by
law of the state where the Policy was delivered. A detailed statement of how we
calculate the values in this Policy has been filed with the insurance department
of the state where the Policy was delivered.
Limits on Contesting This Policy
In deciding to issue this Policy, we relied on statements in the application for
the Policy. If we increase the Specified Amount or reinstate the Policy after it
lapses, we rely on statements in a supplemental application or a reinstatement
application. The statements in all such applications are considered
representations and not warranties.
We can contest this Policy, an increase in Specified Amount and/or a
reinstatement of this Policy, if:
o any material misrepresentation of fact was made in the application, a
supplemental application or a reinstatement application; and
o a copy of that application was attached to the Policy when issued or
delivered, or was made a part of the Policy when a change in coverage or
Policy reinstatement went into effect.
With respect to the original Specified Amount, we will not contest this Policy
after it has been in effect during the lifetimes of both Insureds for two years
from its Policy Date. We will not contest an increase in Specified Amount after
that increase has been in effect during the lifetimes of both Insureds for two
years from the effective date of the increase. We will not contest a
reinstatement of this Policy after the reinstated Policy has been in effect
during the lifetimes of both Insureds for two years from the date of
reinstatement.
This provision does not apply to riders that provide disability benefits. (This
provision does apply to riders that provide disability benefits and are issued
in South Carolina.)
19
<PAGE>
Misstatement of Age or Gender
If either Insured's Age or gender was misstated in an application, the Death
Benefit will be adjusted. The Death Benefit after adjustment will be the sum of
(a) and (b), where:
(a) is the Account Value at the time of the death of the second Insured to
die; and
(b) is the unadjusted Death Benefit, reduced by the Account Value at the
time of the death of the second Insured to die, and multiplied by the
ratio of (1) the most recent monthly deduction based on each Age
and gender shown in the application, to (2) the most recent monthly
deduction based on each true Age or gender.
All amounts are those in effect, with respect to each Insured, in the Policy
Month of the death of the second Insured to die.
In no event will the Death Benefit be less than the amount required to keep the
Policy qualified as life insurance.
Nonparticipating
This is not a participating policy. No dividends are payable.
The Policy and Its Parts
The Policy with any attached application(s), and any riders and endorsements
is a legal contract. It is the entire contract between you and us. An agent
cannot change this contract. Any change to it must be in writing and approved by
us. Only an authorized officer of the Company can give our approval.
We will not use any statement in the original application to deny a claim unless
a copy of that application was attached to this Policy when issued or delivered.
We will not use any statement in a supplemental application to deny a claim
unless a copy of that application was sent to you when the change in coverage
went into effect. We will not use any statement in a reinstatement application
to deny a claim unless a copy of the reinstatement application was sent to you
when the Policy was reinstated.
Suicide
If either Insured commits suicide, while sane or insane, within two years (one
year in Colorado) of the Policy Date, all coverage under the Policy will end,
and we will pay a limited amount of proceeds. The limited amount of proceeds
will equal all premiums paid on the Policy, less Policy Debt and partial
surrenders.
If the first Insured to die commits suicide, while sane or insane, more than two
years (one year in Colorado) after the Policy Date and within two years (one
year in Colorado) after an increase in the Specified Amount became effective,
the Specified Amount will be reduced to the amount in effect prior to the
increase. Monthly deductions that were made with respect to the increase will be
refunded in a lump sum to the Owner.
If the second Insured to die commits suicide, while sane or insane, more than
two years (one year in Colorado) after the Policy Date and within two years (one
year in Colorado) after an increase in the Specified Amount became effective,
the Specified Amount will be reduced to the amount in effect prior to the
increase. The amount payable with respect to the increase will equal the monthly
deductions that were made for that increase. The amount payable will be treated
as Death Proceeds and paid to the Beneficiary under the same conditions as the
original Specified Amount.
Any limited amount payable will be treated as Death Proceeds and paid to the
Beneficiary under the same conditions as the original Specified Amount.
FORM P1251 5/99 20
<PAGE>
Written Notice
Any written notice to us should be sent to our Home Office at 6610 West Broad
Street, Richmond, Virginia 23230. Please include the policy number and each
Insured's full name.
Any notice we send to you will be sent to your address shown in the application.
Notify us of any change of address.
OPTIONAL PAYMENT PLANS
Death Proceeds or surrender value proceeds will be paid in one lump sum, unless
requested otherwise. Any part of the proceeds can be left with us and paid under
a payment plan. During either Insured's life, you can choose a plan. A
Beneficiary can choose a plan if you have not chosen one at the death of the
second Insured to die.
There are several important payment plan rules:
o The payee under a plan cannot be a corporation, association or fiduciary.
o If you change a Beneficiary, your plan selection will no longer be in
effect unless you request that it continue.
o Any choice or change of a plan must be sent in writing to our Home
Office.
o The amount of each payment under a plan must be at least $50.
o Payments will begin either on the date of death of the second Insured to
die or on lapse, except for payments under Plan 4 which begin at the end
of the first interest period.
o Payments are backed by assets in our General Account.
Plan 1. Income for A Fixed Period. We will make equal periodic payments for a
fixed period, not longer than 30 years. Payments can be annual, semi-annual,
quarterly or monthly. Payments will be made according to the table in this
section. Guaranteed amounts payable under this plan will earn interest at 3%
compounded yearly. We may increase the interest and the amount of any payment.
If the payee dies, the amount of the remaining guaranteed payments will be
discounted to the date of the payee's death at a yearly rate of 3%. Discounted
means we will deduct the amount of interest each remaining payment would have
included had it not been paid out early. The discounted amount will be paid in
one sum to the payee's estate unless otherwise provided.
Plan 2. Life Income. We will make equal monthly payments for a guaranteed
minimum period. If the payee lives longer than the minimum period, payments will
continue for his or her life. The minimum period can be 10, 15 or 20 years.
Payments will be according to the table in this section. Guaranteed amounts
payable under this plan will earn interest at 3% compounded yearly. We may
increase the interest rate and the amount of any payment. If the payee dies
before the end of the guaranteed period, the amount of remaining payments for
the minimum period will be discounted at the same interest rate used to
calculate the monthly income. The discounted amounts will be paid in one sum to
the payee's estate unless otherwise provided.
Plan 3. Income of A Definite Amount. We will make equal periodic payments of a
definite amount. Payments can be annual, semi-annual, quarterly or monthly. The
amount paid each year must be at least $120 for each $1,000 of proceeds.
Payments will continue until the proceeds are exhausted. The last payment will
equal the amount of any unpaid proceeds. Unpaid proceeds will earn interest at
3% compounded yearly. We may increase the interest rate. If we do, the payment
period will be extended. If the payee dies, the amount of the remaining proceeds
with earned interest will be paid in one sum to his or her estate unless
otherwise provided.
21
<PAGE>
Plan 4. Interest Income. We will make periodic payments of interest earned from
the proceeds left with us. Payments can be annual, semi-annual, quarterly or
monthly, and will begin at the end of the first period chosen. Proceeds left
under this plan will earn interest at 3% compounded yearly. We may increase the
interest rate and the amount of any payment. If the payee dies, the amount of
remaining proceeds and any earned but unpaid interest will be paid in one sum to
his or her estate unless otherwise provided.
Plan 5. Joint Life and Survivor Income. We will make equal monthly payments to
two payees for a guaranteed minimum of 10 years. Each payee must be at least 35
years old when payments begin. The guaranteed amount payable under this plan
will earn interest at 3% compounded yearly. We may increase the interest rate
and the amount of any payment. Payments will continue as long as either payee is
living. If both payees die before the end of the minimum period, the amount of
the remaining payments for the 10 year period will be discounted at the same
interest rate used to calculate the monthly income. The discounted amount will
be paid in one sum to the survivor's estate unless otherwise provided.
Plan 1 Table: Monthly payment rates for each $1,000 of proceeds under Plan 1.
<TABLE>
<CAPTION>
Years
Payable 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Monthly
Payment $84.47 $42.86 $28.99 $22.06 $17.91 $15.14 $13.16 $11.68 $10.53 $9.61 $8.86 $8.24 $7.71 $7.26 $6.87
===============================================================================================================================
Years
Payable 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
- -------------------------------------------------------------------------------------------------------------------------------
Monthly
Payment $6.53 $6.23 $5.96 $5.73 $5.51 $5.32 $5.15 $4.99 $4.84 $4.71 $4.59 $4.47 $4.37 $4.27 $4.18
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Annual, semi-annual or quarterly payments are determined by multiplying the
monthly payment by 11.838, 5.963 or 2.992, respectively.
Plan 2 Table: Monthly payment rates for each $1,000 of proceeds under Plan 2.
<TABLE>
<CAPTION>
Settlement Settlement
Age Male Payee Female Payee Age Male Payee Female Payee
10 Years 15 Years 20 Years 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years
Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain
<S> <C>
20 $2.90 $2.89 $2.89 $2.80 $2.80 $2.80 65 $5.44 $5.17 $4.83 $4.85 $4.72 $4.54
25 2.99 2.98 2.98 2.88 2.87 2.87 66 5.58 5.28 4.89 4.97 4.83 4.62
30 3.10 3.10 3.09 2.96 2.96 2.96 67 5.74 5.38 4.96 5.10 4.93 4.69
35 3.24 3.24 3.23 3.08 3.07 3.07 68 5.89 5.49 5.02 5.24 5.04 4.77
40 3.43 3.41 3.39 3.22 3.21 3.20 69 6.05 5.60 5.08 5.39 5.16 4.84
45 3.66 3.64 3.60 3.40 3.39 3.37 70 6.22 5.70 5.13 5.55 5.28 4.92
50 3.95 3.91 3.85 3.63 3.61 3.59 71 6.39 5.81 5.18 5.71 5.39 4.99
51 4.02 3.97 3.91 3.68 3.66 3.63 72 6.57 5.91 5.23 5.88 5.51 5.05
52 4.09 4.04 3.96 3.74 3.72 3.68 73 6.75 6.01 5.27 6.06 5.63 5.12
53 4.16 4.11 4.02 3.80 3.77 3.74 74 6.93 6.10 5.31 6.25 5.75 5.17
54 4.24 4.18 4.08 3.86 3.83 3.79 75 7.12 6.19 5.35 6.44 5.87 5.22
55 4.32 4.25 4.15 3.93 3.90 3.85 76 7.30 6.28 5.38 6.64 5.98 5.27
56 4.41 4.33 4.21 4.00 3.96 3.91 77 7.49 6.35 5.40 6.85 6.09 5.31
57 4.50 4.41 4.28 4.07 4.03 3.97 78 7.67 6.43 5.42 7.06 6.19 5.35
58 4.60 4.49 4.34 4.15 4.10 4.03 79 7.85 6.49 5.44 7.27 6.28 5.38
59 4.70 4.58 4.41 4.23 4.18 4.10 80 8.02 6.55 5.46 7.48 6.37 5.41
60 4.81 4.67 4.48 4.32 4.26 4.17 81 8.18 6.61 5.47 7.68 6.45 5.43
61 4.92 4.77 4.55 4.42 4.35 4.24 82 8.34 6.65 5.48 7.88 6.52 5.45
62 5.04 4.86 4.62 4.52 4.43 4.31 83 8.49 6.69 5.49 8.08 6.58 5.47
63 5.17 4.96 4.69 4.62 4.53 4.39 84 8.63 6.73 5.50 8.26 6.63 5.48
64 5.30 5.06 4.76 4.73 4.62 4.46 85 8.76 6.76 5.50 8.43 6.68 5.49
& over
</TABLE>
Values for ages not shown will be furnished upon request.
FORM P1251 5/99 22
<PAGE>
Plan 5 Table: Monthly payment rates for each $1000 of proceeds under Plan 5.
<TABLE>
<CAPTION>
Male Settlement Female Settlement Age
Age 35 40 45 50 55 60 65 70 75 80 85 & over
<S> <C>
35 $2.95 $3.00 $3.06 $3.11 $3.15 $3.18 $3.20 $3.22 $3.23 $3.24 $3.24
40 2.98 3.06 3.13 3.20 3.26 3.31 3.35 3.38 3.40 3.41 3.42
45 3.01 3.10 3.20 3.30 3.39 3.46 3.53 3.58 3.61 3.64 3.65
50 3.03 3.14 3.25 3.38 3.51 3.63 3.73 3.81 3.87 3.91 3.93
55 3.04 3.16 3.30 3.45 3.62 3.79 3.94 4.08 4.18 4.25 4.29
60 3.05 3.18 3.33 3.51 3.72 3.94 4.16 4.37 4.55 4.67 4.75
65 3.06 3.19 3.36 3.56 3.79 4.07 4.37 4.68 4.96 5.18 5.32
70 3.07 3.20 3.37 3.59 3.85 4.17 4.55 4.97 5.39 5.75 6.00
75 3.07 3.21 3.38 3.61 3.89 4.24 4.68 5.20 5.78 6.32 6.73
80 3.07 3.21 3.39 3.62 3.91 4.28 4.76 5.37 6.08 6.81 7.40
85 & over 3.07 3.22 3.39 3.62 3.92 4.31 4.81 5.47 6.28 7.15 7.91
</TABLE>
Figures for intermediate ages, for two males or two females will be furnished
upon request.
Settlement Age: The settlement age is the payee's age nearest birthday on the
date payments begin, minus an age adjustment from the table below. The age
adjustment cannot exceed the age of the payee.
Year Payments Begin Age
After Prior To Adjustment
---- 2001 0
2000 2026 3
2025 2051 7
2050 ---- 10
23
Exhibit 1A(5)(a)(i)
Policy Split Option Rider
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY POLICY SPLIT OPTION RIDER
- -------------------------------------------------------------------------------
This rider is attached to and made a part of the policy. It goes into effect on
the policy date, unless another effective date is shown in the policy data
pages.
Benefit This rider gives the owner the right to surrender this policy in
exchange for an individual policy on the life of one insured or separate
individual policies on the lives of each insured. Prior to making an exchange,
we will require evidence of insurability satisfactory to us that the person(s)
to be insured is/are insurable under the new policy(ies).
We will waive all or part of the surrender charge of this policy. The portion
that we will waive is calculated on a pro rata basis, never to exceed the full
surrender charge amount. To determine the amount of surrender charge to be
waived, divide (a) by (b), and multiply times (c), where:
(a) is the new policy's amount of insurance;
(b) is this policy's Specified Amount at the time of exchange; and
(c) is this policy's total surrender charge before any adjustments have been
made.
The waived portion(s) of the surrender charge will be credited to the new
policy(ies) 30 days after we issue the new policy.
Exchange Provision
The exchange is subject to the following terms:
1. The amount of insurance on any new policy may not exceed 50% of the
Specified Amount on this policy. "Specified Amount" does not include any
additional insurance provided by riders attached to this policy.
2. You must send us a written request and this policy.
3. The full first premium on any new policy must be paid before it will become
effective.
4. Coverage under this policy will terminate and coverage under any new policy
will begin on the Exchange Date.
5. Any new policy can be on the plan of insurance you select from the plans
available for exchange at the time of the request. There will always be at
least one plan available for exchange.
6. The policy date of the new policy(ies) will be the Exchange Date. The
premiums for the new policy(ies) will be the rates in effect for each
insured's sex, age and rating class on the Exchange Date. The new
policy(ies) will be subject to our rules on frequency of premium payment,
minimum premium and plan availability at the time of exchange.
7. Nonforfeiture values in any new policy will be computed using the issue age
and policy anniversaries of the new policy.
8. Supplemental benefit riders can be included in the new policy(ies) only
with our written consent.
9. The policy date of this policy will be treated as the policy date of the
new policy (ies) for purposes of the Suicide provision(s).
10. Before exercising the option provided by this rider, you should consult
your personal tax advisor.
When this Option Will Terminate
The option provided by this rider will terminate on the earliest of:
o the date the policy ends for any reason;
o the date of death of the first insured to die; and
o the date of exchange if the option under this rider is executed.
For GE Life and Annuity Assurance Company,
/s/PAMELA S. SCHUTZ
President
Form P4470 7/94
Exhibit 1A(5)(a)(ii)
Joint Life Level Term Insurance Rider
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY
JOINT LIFE LEVEL TERM INSURANCE RIDER
- -------------------------------------------------------------------------------
This rider provides level term life insurance on the life of the second insured
to dies. We will pay the amount of insurance to the beneficiary under the same
terms and conditions set forth in the policy with regard to payment of life
insurance proceeds.
You means the policy owner.
Amount of Insurance
The Amount of Insurance payable under this rider at the death of the second
insured to dies is shown in the policy data pages. We will not allow any
increase or decrease to the rider's amount of insurance.
When this Rider is Effective
This rider goes into effect on the policy date, unless another effective date is
shown in the policy data pages.
This rider will end on the earliest of:
o the date the rider expires;
o the date we receive a written request from you to end the rider; and
o the date the policy ends for any reason.
The date the rider expires is shown in the policy data pages.
Limits on Contesting this Rider
We will not contest the amount of insurance originally provided by this rider
after it has been in effect during the lifetimes of both insureds for two years
from the effective date of this rider. We will not contest a reinstatement of
this rider after the reinstatement has been in effect during the lifetimes of
both insureds for two years from the date of reinstatement.
Misstatement of Age or Sex
If the age or sex of either insured person was misstated in the application for
this rider, life insurance proceeds will be adjusted. The life insurance
proceeds after adjustment will be the product of (a) and (b), where:
(a) is the unadjusted life insurance proceeds; and
(b) is the ratio of (1) the most recent monthly cost of insurance deducted
for this rider, to (2) the most recent monthly cost of insurance that
should have been deducted for this rider at the true age or sex.
Suicide
If either insured person commits suicide, while sane or insane, within two years
of the effective date of this rider, all coverage under this rider will end, and
we will pay a limited amount to the owner. The limited amount will equal the
total cost of insurance for this rider for the months it was in effect.
Limits on Effect of Other Riders
No benefit rider, other than a Disability Benefit Rider, will affect this rider.
This rider will not increase the benefits paid under any other rider.
Reinstatement
You may reinstate this rider at the same time and under the same conditions as
the policy.
<PAGE>
Cost of this Rider
This rider is issued in consideration of the application and the inclusion of
the rider's monthly cost of insurance in the policy's monthly deduction.
The monthly cost of insurance for this rider is (1) multiplied by (2) where:
(1) is the Cost of Insurance Rate for this rider; and
(2) is the rider's Amount of Insurance divided by 1000.
Cost of Insurance Rate
The monthly rate is based on each insured person's sex, age and rating class,
and policy duration. The rates are determined by us according to expectations of
future mortality, lapse, interest and expenses. We can change our schedule of
declared rates from time to time, but they will never be more than the maximum
rates shown in the Table of Guaranteed Maximum Insurance Rates. A change in
declared rates will apply to all persons of the same age, sex and rating class
and whose policies have been in effect for the same length of time.
This rider has no account value.
This rider is subject to the provisions of the policy.
For GE Life and Annuity Assurance Company
/s/PAMELA S. SCHUTZ
President
Form P4471 1/95
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