<PAGE>
As filed with the Securities and Exchange Commission on
26 February 1999.
Registration No. 33-10146
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 14
TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
(Exact Name of Registrant)
GENERAL AMERICAN LIFE INSURANCE COMPANY
700 Market Street
St. Louis, MO 63101
(Name and Address of principal executive office of depositor)
Matthew P. McCauley, Esquire
General American Life Insurance Company
700 Market Street
St. Louis, MO 63101
(Name and Address of Agent for Service of Process)
Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Ave., N.W.
Washington, DC 20004-2404
<PAGE>
<PAGE>
It is proposed that this filing will become effective (check appropriate
space)
[ ] immediately upon filing pursuant to paragraph (b), of
Rule 485
[ ] on May 1, 1998, pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of
Rule 485
[ X ] on 1 May 1999, pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of
Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
DECLARATION PURSUANT TO RULE 24f-2
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, an
indefinite number or amount of securities has been registered under the
Securities Act of 1933. The Registrant plans to file the 24f-2 Notice
for the fiscal year ended December 31, 1998 before 1 April 1999.
<PAGE>
<PAGE>
RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of
Form N-8B-2 Caption in Prospectus
----------- ---------------------
1. Cover Page
2. Cover Page
3. Not Applicable
4. Distribution of the Policies
5. The Company and the Separate
Account
6. The Separate Account
7. Not Required
8. Not Required
9. Legal Proceedings
10. Summary; General American Capital
Company; Charges and Deductions;
Policy Benefits; Policy Rights;
Voting Rights; General Matters
11. Summary; General American Capital
Company
12. Summary; General American Capital
Company
13. Summary; Charges and Deductions;
General American Capital Company
14. Summary; Payment and Allocation of
Premiums
15. Payment and Allocation of Premiums
16. Payment and Allocation of Premiums;
General American Capital Company
17. Summary; Charges and Deductions;
Policy Rights; General American Capital
Company
18. General American Capital Company;
Payment and Allocation of Premiums
19. General Matters; Voting Rights
20. Not Applicable
21. Policy Rights; General Matters
22. Not Applicable
23. Safekeeping of the Separate
Account's Assets
24. General Matters
25. The Company and the Separate
Account
-i-
<PAGE>
<PAGE>
Item No. of
Form N-8B-2 Caption in Prospectus
----------- ---------------------
26. Not Applicable
27. The Company and the Separate
Account
28. Management of the Company
29. The Company and the Separate
Account
30. Not Applicable
31. Not Applicable
32. Not Applicable
33. Not Applicable
34. Not Applicable
35. The Company and the Separate
Account
36. Not Required
37. Not Applicable
38. Summary; Distribution of the
Policies
39. Summary; Distribution of the
Policies
40. Distribution of the Policies
41. The Company and the Separate
Account; Distribution of the
Policies
42. Not Applicable
43. Not Applicable
44. Payment and Allocation of Premiums
45. Not Applicable
46. Policy Rights
47. General American Capital Company
48. Not Applicable
49. Not Applicable
50. The Separate Account
51. Cover Page; Summary; Charges and
Deductions; Policy Rights; Policy
Benefits; Payment and Allocation
of Premiums
52. General American Capital Company
53. Federal Tax Matters
54. Not Applicable
55. Not Applicable
56. Not Required
57. Not Required
58. Not Required
59. Not Required
- ii -
<PAGE>
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
ISSUED BY
GENERAL AMERICAN LIFE INSURANCE COMPANY
700 MARKET STREET ST. LOUIS, MO 63101 (314) 231-1700
This Prospectus describes an individual flexible premium variable life
insurance Policy ("the Policy") offered by General American Life
Insurance Company ("General American" or "the Company"). The Policy is
designed to provide lifetime insurance protection and to provide maximum
flexibility to vary premium payments and change the level of death
benefits payable under the Policy. This flexibility allows you to
provide for changing insurance needs under a single insurance policy.
You also have the opportunity to allocate Net Premiums among several
investment portfolios with different investment objectives.
The Policy provides:
(1) a Cash Surrender Value that can be obtained by surrendering the
Policy;
(2) Policy Loans; and
(3) a death benefit payable at the Insured's death.
As long as a Policy remains in force before the Insured's Attained Age
100, the death benefit will be at least the current Face Amount of the
Policy. A Policy will remain in force as long as its Cash Surrender
Value is sufficient to pay the monthly charges.
After the end of the "Right to Examine Policy" period, you may allocate
the Net Premiums to one or more of the Divisions of General American
Separate Account Eleven ("the Separate Account") or, in some contracts,
to General American's General Account.
You will find a list of the Funds in the Separate Account, the fund
managers, and the investment objectives in the Summary on page 3. Note
that investment results in the Separate Account are not guaranteed --
you may either make money or lose money. Depending on investment
results, the policy could lapse or the death benefit could change.
The Prospectus of each Fund contains a full description of the Fund,
including the investment policies, restrictions, risks, and charges.
You should receive a Prospectus for each Fund along with this Prospectus
for the Policy.
In most policies you may also invest all or part of your cash value in
the General Account, which guarantees at least 4% interest.
It may not be advantageous to purchase a Policy as a replacement for
another type of life insurance or as a means to obtain additional
insurance protection if the purchaser already owns another flexible
premium variable life insurance policy.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Please read this Prospectus carefully and retain it for future
reference. The Date of This Prospectus Is May 1, 1999. The Policies
are not available in all states.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR
OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
<PAGE>
<PAGE>
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Summary 1
Definitions 3
The Company and the Separate Account 4
The Company
The Separate Account
General American Capital Company
Russell Insurance Funds
Variable Insurance Products Fund
Variable Insurance Products Fund II
Van Eck Worldwide Insurance Trust
Addition, Deletion, or Substitution of Investments
Policy Benefits 16
Death Benefit
Cash Value
Policy Rights 19
Loans
Surrender and Partial Withdrawals
Transfers
Portfolio Rebalancing
Dollar Cost Averaging
Right to Examine Policy
Conversion Privilege
Paid-up Annuity Under Pension Policy
Payment of Benefits at Maturity
Payment of Policy Benefits
Payment and Allocation of Premiums 25
Issuance of a Policy
Premiums
Allocation of Net Premiums and Cash Value
Policy Lapse and Reinstatement
Charges and Deductions 27
Premium Expense Charges
Monthly Deduction
Contingent Deferred Sales Charge
Separate Account Charges
Dividends 31
The General Account 32
General Matters 33
Distribution of the Policies 36
Federal Tax Matters 36
Unisex Requirements Under the Pension Policies, Montana Law 40
Safekeeping of the Separate Account's Assets 40
Voting Rights 40
State Regulation of the Company 41
Management of the Company 42
Legal Matters 45
Legal Proceedings 45
Experts 45
Additional Information 45
Financial Statements 45
Appendix A 46
Illustrations of Death Benefits and Cash Values
Appendix B 54
</TABLE>
SUMMARY
THROUGHOUT THIS SUMMARY, THE TERMS "YOU" AND "YOUR" REFER TO THE OWNER
OF THE POLICY. THE OWNER MAY OR MAY NOT BE THE PERSON INSURED UNDER THE
POLICY. THE TERMS "WE," "US," AND "OUR" REFER TO GENERAL AMERICAN LIFE
INSURANCE COMPANY.
THE INFORMATION IN THIS SECTION IS JUST A SUMMARY, WRITTEN IN "LAYMEN'S
TERMS" TO HELP YOU UNDERSTAND THE POLICY. HOWEVER, BOTH YOUR POLICY AND
THIS PROSPECTUS ARE LEGAL DOCUMENTS. IF YOU HAVE QUESTIONS ABOUT THEM,
YOU SHOULD CONTACT YOUR AGENT OR OTHER COMPETENT PROFESSIONAL ADVISERS.
<PAGE>
<PAGE>
IN PREPARING THIS SUMMARY, WE ASSUME THAT THE POLICY IS IN FORCE, AND
THAT YOU HAVE NOT BORROWED ANY OF THE CASH VALUE.
THE POLICY. You are purchasing a life insurance policy. Like many life
insurance policies, it has both a death benefit and a cash value. The
death benefit is the amount of money that we will pay to the beneficiary
if the person insured under the policy dies while the policy is in
force. The cash value is the amount of money accumulated in your policy
as an investment at any time. The cash value consists of the premiums
you have paid, reduced by the expenses deducted for operation of the
policy, and either increased or decreased by investment results.
You have certain rights, including the right to borrow or withdraw money
from the policy's cash value and the right to select the funds in which
you will invest your premiums.
You have the right to review the policy and decide whether you want to
keep it. If you decide not to keep the policy, you may return it to us
or to your agent during the "Right to Examine Policy Period." This
period is sometimes referred to as the "Free Look Period." It normally
ends on the later of:
1. twenty days after you receive the policy or
2. forty-five days after you signed the application.
In some states the period may be longer. Your agent can tell you if
this is the case.
During the "Right to Examine Policy Period" we will hold any premiums
you have paid in the money market fund. If you return the policy before
the end of the free look period, we will cancel the policy and return
any premiums you have paid. (For policies issued in Kansas, the rules
are different. Your agent can provide you with the details.) (See
Policy Rights - Right to Examine Policy.)
When the "Right to Examine Policy Period" ends, we will deduct any
charges due and transfer the rest of the money (your "net premium")
into the investment funds that you have selected. We will continue to
transfer future net premiums into the investments that you select as
soon as we receive the premiums.
The policy is a "flexible premium" policy. This means that you may,
within limits described below, make premium payments at any time and in
any amount you choose. You do not have to make premium payments
according to a fixed schedule, although you may choose to do so.
There are limits on the amount that you may pay into the policy without
creating tax consequences. If you make a premium payment that exceeds
the limit, we will notify you and offer to refund the excess paid.
We will deduct certain expenses from your cash value. These expenses
are described below. In addition, your cash value may increase or
decrease, depending on the investment experience of the funds you
select. Because it is possible for your cash value to decrease, you may
have to pay additional premiums in order to keep the policy in force.
As long as there is enough money in your cash value to pay the monthly
charges, your death benefit will always be at least the face amount of
your policy, minus any amount that you have borrowed from the policy.
The face amount of your policy means the amount of insurance that you
have purchased. It is shown on the specifications page of your policy.
We will notify you if your cash value is not enough to pay the monthly
charges. If that happens, you will have 62 days to make a premium
payment big enough to bring your cash value up to the amount required to
pay the charges. If you make the premium payment, the policy will stay
in force. If you don't, the policy will lapse, or terminate with no
value. (See Payment and Allocation of Premiums - Policy Lapse and
Reinstatement.)
INVESTING YOUR CASH VALUE. You may tell us to invest your cash value in
either the general account or the separate account, or you may split
your cash value between them.
THE GENERAL ACCOUNT. The general account is an interest-bearing
account. Money in the general account is guaranteed to earn at least 4%
interest, and it may earn more. General American determines the current
interest rate from time to time, and we will notify you in advance of
any changes. We have the right to limit the amount of money that you
may put into the general account.
THE SEPARATE ACCOUNT. The separate account consists of divisions, which
represent different types of investments. Each division may either make
money or lose money. Therefore if you invest in a division of the
separate account, you may either make money or lose money, depending on
the investment experience of that division. There is no guaranteed rate
of return in the separate account.
There are currently twenty-four divisions, or investment options,
available in the separate account. These divisions represent investment
funds run by various investment companies. The investment companies
hire advisers to operate or advise on the day-to-day operation of the
funds.
2
<PAGE>
<PAGE>
The following list shows the investment companies whose funds are
available under the policy, along with the managers or advisers and the
divisions that they oversee:
<TABLE>
<CAPTION>
INVESTMENT COMPANY INVESTMENT MANAGER/ADVISER
<S> <C>
General American Capital Company Conning Asset Management Company
Russell Insurance Funds Frank Russell Investment Management Company
American Century Variable Portfolios American Century Investment Management, Inc.
J.P. Morgan Series Trust II J.P. Morgan Investment Management, Inc.
Fidelity Investments Variable Fidelity Management & Research Company
Insurance Products Fund
Fidelity Investments Variable Fidelity Management & Research Company
Insurance Products Fund II
Van Eck Worldwide Insurance Trust Van Eck Associates Corporation
</TABLE>
These investment funds have different investment goals and strategies,
which we have summarized in the following table. You should review the
prospectus of each fund, or seek professional guidance in determining
which fund(s) best meet your objectives.
<TABLE>
<CAPTION>
INVESTMENT FUND INVESTMENT
---------- ---- ----------
MANAGER NAME TYPE OBJECTIVE
------- ---- ---- ---------
<S> <C> <C> <C>
Conning S&P 500 Index Fund Growth & Income To achieve a rate of return that parallels
Asset Management the return of the stock market as a whole, as
Company represented by the Standard and Poor's 500
Stock Index.
Conning Money Market Fund Money Market To obtain the highest level of current income
Asset Management consistent with the preservation of capital
Company and maintenance of liquidity.
Conning Bond Index Fund Corporate Bonds To provide a rate of return that reflects the
Asset Management performance of the bond market as a whole, as
Company measured by the Lehman Brothers
Government/Corporate Bond Index.
Conning Asset Allocation Fund Balanced To obtain a high rate of long-term return,
Asset Management composed of capital growth and income.
Company
Conning Managed Equity Fund Growth To obtain long-term capital growth through
Asset Management investment in common stocks.
Company
Conning International Index Fund Growth: To obtain investment results that parallel
Asset Management International Stock the price and yield performance of publicly-
Company traded common stocks in the Morgan Stanley
Capital International, Europe, Australia, and
Far East Index ("EAFE Index").
Conning Mid-Cap Equity Fund Growth To obtain long-term capital appreciation
Asset Management through investment primarily in common stocks
Company of U.S.-based, publicly traded companies with
medium market capitalization, defined as
within the range of the S&P Mid-Cap 400 at
the time of the Fund's investment.
3
<PAGE>
<PAGE>
<CAPTION>
INVESTMENT FUND INVESTMENT
---------- ---- ----------
MANAGER NAME TYPE OBJECTIVE
------- ---- ---- ---------
<S> <C> <C> <C>
Conning Small-Cap Equity Fund Aggressive Growth To provide a high rate of return through
Asset Management investment in the common stock of small
Company companies, making up, at one time, the
smallest 20% of U.S.-based companies on the
New York Stock Exchange.
Fidelity Management & Growth Portfolio Growth To seek capital appreciation, normally
Research Company through purchases of common stocks, although
its investments are not restricted to any one
type of security.
Fidelity Management & Equity-Income Portfolio Growth & Income To seek reasonable income by investing
Research Company primarily in income-producing equity
securities.
Fidelity Management & Overseas Portfolio Growth: To seek long term growth of capital primarily
Research Company International Stock though investment in foreign securities.
Fidelity Management & Asset Manager Portfolio Balanced To seek a high total return with reduced risk
Research Company over the long-term by allocating its assets
among domestic and foreign stocks, bonds, and
short-term fixed income instruments.
Fidelity Management & High Income Portfolio High Yield Bond To seek a high level of current income by
Research Company investing primarily in high yielding, lower-
rated, fixed income securities, while also
considering growth of capital.
Van Eck Associates Worldwide Hard Aggressive Growth: To seek long-term capital appreciation by
Corporation Assets Fund Specialty investing in equity and debt securities of
companies engaged in the exploration,
development, production, and distribution of
gold and other natural resources such as
strategic and other metals, minerals, forest
products, oil, natural gas, and coal.
Van Eck Associates Worldwide Emerging Aggressive Growth: To obtain long-term capital appreciation by
Corporation Markets Fund International Stock investing in equity securities in emerging
markets around the world. The Fund
emphasizes primarily investment in countries
that, compared to the world's major
economies, exhibit relatively low gross
national product per capita, as well as the
potential for rapid economic growth.
Frank Russell Investment Multi-Style Growth & Income To obtain income and capital growth by
Management Company Equity Funds investing principally in equity securities.
Frank Russell Investment Aggressive Equity Aggressive Growth To provide capital appreciation by assuming a
Management Company Fund higher level of volatility than is ordinarily
expected from the Multi-Style Equity Fund, by
investing in equity securities.
Frank Russell Investment Non-U.S. Fund Growth: To achieve favorable total return and
Management Company International Stocks additional diversification for United States
and Bonds investors by investing primarily in equity
and debt securities of non-United States
companies and non-United States governments.
4
<PAGE>
<PAGE>
<CAPTION>
INVESTMENT FUND INVESTMENT
---------- ---- ----------
MANAGER NAME TYPE OBJECTIVE
------- ---- ---- ---------
<S> <C> <C> <C>
Frank Russell Investment Core Bond Fund Growth & Income To maximize total return through capital
Management Company appreciation and income by assuming a level
of volatility consistent with the broad
fixed-income market, by investing in fixed-
income securities.
J.P. Morgan Investment Bond Portfolio Growth & Income To provide a high total return consistent
Management, Inc. with moderate risk of capital and maintenance
of liquidity.
J.P. Morgan Investment Small Company Aggressive Growth To provide high total return from a portfolio
Management, Inc. Portfolio of equity securities of small companies. The
Fund invests at least 65% of the value of its
total assets in the common stock of small
U.S. companies primarily with market
capitalizations less than $1 billion.
American Century Income & Growth Fund Growth & Income To attain long-term growth of capital as well
Investment as current income. The fund pursues a total
Management, Inc. return and dividend yield that exceeds those
of the S&P 500 by investing in stocks of
companies with strong dividend growth
potential.
American Century International Fund Aggressive Growth: To obtain capital growth over time by
Investment International Stock investing in common stocks of foreign
Management, Inc. companies considered to have better-than-
average prospects for appreciation. Because
this fund invests in foreign securities, a
higher degree of short-term price volatility,
or risk, is expected due to factors such as
currency fluctuation and political
instability.
American Century Value Fund Growth To attain long-term capital growth, with
Investment income as a secondary objective. The Fund
Management, Inc. invests primarily in equity securities of
well-established companies that are believed
by management to be undervalued at the time
of purchase.
</TABLE>
You may change the investments that you want to use for your future
premiums by notifying our Home Office.
You may transfer your cash value among the various investment funds, and
you may withdraw money, but there are certain rules. You may only
transfer funds once in a policy month. (A policy month is measured
beginning on the same day of the month that the policy was issued, and
ending one day before the same day in the next month.) The amount
transferred from any investment fund must be at least $500, or the
entire balance in the fund if less than $500.
We have the right to change or eliminate transfers in the future, although
we don't currently intend to do so.
CHARGES AND DEDUCTIONS. There are certain costs that we charge you for
issuing your policy and keeping it in force. This section describes
those charges -- what they are and what they cover.
SALES CHARGE. Each time you pay a premium, we deduct a portion to cover
expenses of the policy. Part of this deduction covers sales charges.
We guarantee that this part of the deduction will not exceed 6% of the
premium paid.
TAX CHARGE. The Federal government and many states and territories
impose taxes or charges on insurance premiums. We deduct 2.0% from your
premium payment to cover that cost.
5
<PAGE>
<PAGE>
If we are required by law to pay taxes based on the separate account, we
may charge an appropriate share to policies that invest in the separate
account. (See Federal Tax Matters.)
SURRENDER CHARGE. If you surrender your policy or let it lapse during
the first ten policy years, we will keep part of the cash value to help
us recover the costs of selling and issuing the policy. This charge is
called a Contingent Deferred Sales Charge (CDSC) or, more simply, a
surrender charge.
The surrender charge is 24% of the premiums paid during the first policy
year, up to the amount of the target premium. This charge remains level
for the first five years, and then gradually decreases to zero over the
next five years. Note that the charge only applies to premiums paid in
the first policy year.
There is a table in your policy that shows the percentage of the
surrender charge for each month, as well as the amount of the target
premium.
If you withdraw money from your policy or if you surrender a portion of
your policy, we will charge a pro-rated portion of the surrender charge.
Of course, if you don't surrender all or part of your policy, or let it
lapse, or withdraw cash from it, then you will not pay a surrender
charge.
If you increase the face amount of your policy, the increase will have
its own surrender charge for the first 10 policy years following the
increase.
(See Policy Rights - Surrender, Partial Withdrawals, and Pro-Rata
Surrender; Policy Benefits - Death Benefit; and Charges and Deductions
- - Contingent Deferred Sales Charge.)
Under certain conditions, applied in a uniform and nondiscriminatory
manner, we may reduce the surrender charge. (See Adjustment of Charges.)
ADMINISTRATIVE FEE. We charge a monthly fee to cover your policy's
administrative cost. For non-pension policies, this charge is $10 each
month for the first twelve policy months and $4 each month after that.
For pension policies, the charge is $12 each month for the first twelve
policy months and $6 each month after that.
There is an additional administrative charge, based on the size of your
policy, for the first year after the policy is issued and for the first
year following an increase in the face amount. This charge is $0.08
each month for each $1,000 of face amount.
We will deduct the administrative charges from your cash value each
month.
COST OF INSURANCE. Because this is a life insurance policy, it has a
death benefit. We charge an insurance cost each month to cover the risk
that you will die and we will have to pay the death benefit.
The amount of this charge varies with the age, sex, risk class of the
person insured under the policy, and the amount of the death benefit at
risk -- if the risk of death or the amount of the death benefit is
greater, then the cost of insurance is also greater. We deduct the cost
of insurance from your cash value each month.
We make another charge to cover mortality and expense risks under the
Policy. We calculate this charge based on a percentage of the net
assets in each division of the separate account. Rather than deducting
the charge from the cash value, we apply the charge by adjusting the net
rate of return in the separate account. We guarantee that the charge
will not exceed an annual rate of 0.85% of the net separate account
assets. (See Charges and Deductions - Separate Account Charges.)
We pay the operating expenses of the separate account. The investment
funds pay for their own operating expenses and investment fees. For a
description of these charges, see Charges and Deductions - Separate
Account Charges.
The following chart shows the operating expenses of the funds as
reported for the fiscal year ending December 31, 1998:
6
<PAGE>
<PAGE>
<TABLE>
ANNUAL FUND OPERATING EXPENSES <F1>
As a Percentage of Average Net Assets
<CAPTION>
INVESTMENT
FUND ADVISORY / OTHER EXPENSES TOTAL
MANAGEMENT
FEE
GENERAL AMERICAN CAPITAL COMPANY
<S> <C> <C> <C>
S&P 500 Index Fund .25% .05% .30%
Money Market Fund .125% .08% .205%
Bond Index Fund .25% .05% .30%
Managed Equity Fund .40% <F2> .10% .50%
Asset Allocation Fund .50% .10% .60%
International Index Fund .50% <F3> .30% .80%
Mid-Cap Equity Fund .55% <F4> .10% .65%
Small-Cap Equity Fund .25% .05% .30%
<CAPTION>
RUSSELL INSURANCE FUNDS
(Amounts shown are after fee waivers and expense reimbursements described below.)
<S> <C> <C> <C>
Multi-Style Equity Fund .09% <F5> .83% .92% <F5>
Aggressive Equity Fund .00% <F6> 1.25% 1.25% <F6>
Non-U.S. Fund .00% <F7> 1.30% 1.30% <F7>
Core Bond Fund .00% <F8> .80% .80% <F8>
<CAPTION>
AMERICAN CENTURY VARIABLE PORTFOLIOS
<S> <C> <C> <C>
Income & Growth Fund .70% .00% .70%
International Fund 1.50% .00% 1.50%
Value Fund 1.00% .00% 1.00%
<CAPTION>
J.P. MORGAN SERIES TRUST II
<S> <C> <C> <C>
Bond Portfolio .30% .45% .75%
Small Company Portfolio .60% .55% 1.15%
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
<S> <C> <C> <C>
Equity-Income Portfolio .50% .08% .58%
Growth Portfolio .60% .09% .69%
Overseas Portfolio .75% .17% .92%
High Income Portfolio .59% .12% .71%
<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND II
<S> <C> <C> <C>
Asset Manager .55% .10% .65%
<CAPTION>
VAN ECK WORLDWIDE INSURANCE TRUST
<S> <C> <C> <C>
Worldwide Hard Assets Fund 1.00% .00% 1.00%
Worldwide Emerging Markets Fund 1.50% .00% 1.50%
<FN>
<F1> The Fund expenses shown above are collected from the underlying
Fund, and are not direct charges against the Separate Account assets or
reductions from the Policy's Cash Value. These underlying Fund Expenses
are taken into consideration in computing each Fund's net asset value,
which is used to calculate the unit values in the Separate Account. The
management fees and other expenses are more fully described in the
prospectus of each individual Fund. The information relating to the
Fund expenses was provided by the Fund and was not independently
verified by General American. Except as otherwise specifically noted,
the management fees and other expenses are not currently subject to fee
waivers or expense reimbursements.
<F2> The fees charged by the Managed Equity Fund are stated as a series
of annual percentages of the average daily value of the net assets of
the Fund. The percentages decrease with respect to assets of the Fund
above certain amounts, as follows: First $10 million, 0.40%; Next $20
million, 0.30%; Balance over $30 million, 0.25%.
<F3> The fees charged by the International Index Fund are stated as a
series of annual percentages of the average daily value of the net
assets of the Funds. The percentages decrease with respect to assets of
the Fund above certain amounts, as follows: First $10 million, 0.50%;
Next $20 million, 0.40%; Balance over $20 million, 0.30%.
<F4> The fees charged by the Mid-Cap Equity Fund are stated as a series
of annual percentages of the average daily value of the net assets of
the Funds. The percentages decrease with respect to assets of the Fund
above certain amounts, as follows: First $10 million, 0.55%; Next $10
million, 0.45%; Balance over $20 million, 0.40%.
<PAGE>
<F5> The Manager has voluntarily agreed to waive a portion of its 0.78%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 0.92% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 0.92% of
average daily net assets on an annual basis. The management fee waivers
and reimbursements are intended to be in effect for 1999, but may be
revised or eliminated at any time thereafter without notice to
shareholders. Absent the waiver, the management fee would have been
0.78%, and total Fund expenses would have been 1.61% of average daily
net assets.
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<F6> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 1.25% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 1.25% of
average daily net assets on an annual basis. The management fee waivers
and reimbursements are intended to be in effect for 1999, but may be
revised or eliminated at any time thereafter without notice to
shareholders. Absent the waiver, the management fee would have been
0.95%, other expenses would have been 1.27%, and total Fund expenses
would have been 2.22% of average daily net assets.
<F7> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 1.30% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 1.30% of
average daily net assets on an annual basis. The management fee waivers
and reimbursements are intended to be in effect for 1999, but may be
revised or eliminated at any time thereafter without notice to
shareholders. Absent the waiver, the management fee would have been
0.95%, other expenses would have been 2.70%, and total Fund expenses
would have been 3.65% of average daily net assets.
<F8> The Manager has voluntarily agreed to waive a portion of its 0.60%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 0.80% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 0.80% of
average daily net assets on an annual basis. The management fee waivers
and reimbursements are intended to be in effect for 1999, but may be
revised or eliminated at any time thereafter without notice to
shareholders. Absent the waiver, the management fee would have been
0.60%, other expenses would have been 1.70%, and total Fund expenses
would have been 2.30% of average daily net assets.
</TABLE>
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PREMIUMS. Within limits, you decide how much money you want to put into
the policy. There is a minimum premium that you have to pay to put the
policy in force. That amount is 1/12 of the "minimum initial annual
premium amount" shown on the specifications page of your policy. After
the policy is in force, you may pay any amount you want as long as the
cash value is always enough to cover the surrender charge and the
current month's expenses.
If you have converted a General American term insurance policy to this
policy, and if the term policy includes conversion credits, you may
apply those credits to reduce your first-year minimum premium.
You can set up a schedule of payments, and we will send you reminders,
but you are not required to make the payments as long as the cash value
covers the surrender charge and the current month's expenses. (See
Payment and Allocation of Premiums.)
DEATH BENEFIT. If the person insured under the policy dies while the
policy is in force, we will pay a death benefit to the beneficiary. You
can select one of three death benefits at the time the policy is issued:
* Option A: The death benefit is the greater of the face amount of
the policy or an "applicable percentage" of the cash value.
* Option B: The death benefit is the greater of the face amount of
the policy plus the cash value, or an "applicable percentage" of
the cash value.
* Option C: The death benefit is the greater of the face amount of
the policy, or the cash value multiplied by an attained age
factor.
As long as the policy remains in force and the person insured is less
than 100 years old, the minimum death benefit under any death benefit
option will be at least the current face amount.
We will increase the death benefit by any dividends earned prior to the
death of the person insured, and by the cost of insurance from the date
of death to the end of the month, and will reduce it by any outstanding
loans and interest. We will pay the death benefit according to the
settlement options available at the time of death. (See Policy Benefits
- - Death Benefit.)
The minimum face amount at issue is generally $50,000 under our current
rules. Subject to certain restrictions, you may change the face amount
and the death benefit option. In certain cases we may require evidence
that the person insured under the policy is still insurable. (See
Change in Death Benefit Option, and Change In Face Amount.)
You may include additional insurance benefits with your policy. These
are described under General Matters - Additional Insurance Benefits. If
you elect any additional benefits, we will deduct the charges for those
benefits from your Cash Value.
CASH VALUE. Your Policy has a cash value that is the total amount
credited to you in the separate account, the loan account, and the
general account. The cash value increases by the amount of net premium
payments, and decreases by partial withdrawals and expense charges for
the policy. It may either increase or decrease based on the investment
experience of the separate account divisions that you have selected.
(See Policy Benefits - Cash Value.)
There is no minimum guaranteed cash value.
POLICY LOANS. You may borrow against the cash value of your policy.
The loan value is the maximum amount that you may borrow. The loan
value is:
the cash value on the date we receive the loan request;
minus interest on the new loan to the next policy anniversary;
minus any loans and interest already outstanding;
minus any surrender charges;
minus monthly deductions to the next policy anniversary.
When you borrow against the policy, we will take the money from the
general account and the divisions of the separate account in proportion
to your balances in each account.
Loan interest is due at each policy anniversary If you don't pay the
loan interest, we will add it to the amount of the loan.
You may repay all or part of the loan at any time. When you make a loan
payment, we will put the money back into the general account or the
divisions of the separate account in the same percentages used them to
make the loan.
When we pay out the proceeds of your policy, either as a death benefit
or as a policy surrender, we will deduct any outstanding loans and
interest from the amount we pay. (See Policy Rights - Loans.)
Loans taken from or secured by a policy may have Federal income tax
consequences. (See Federal Tax Matters.)
SURRENDER, PARTIAL WITHDRAWALS, AND PRO-RATA SURRENDER. You may
surrender the policy at any time while it is in force. We will pay you
the cash
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surrender value, plus dividends (if any) earned prior to the surrender.
After the first year you may request a partial withdrawal of your cash
surrender value. Normally, withdrawing a portion of your cash surrender
value will reduce your death benefit by the amount of the withdrawal.
However, if you have included the Anniversary Partial Withdrawal Rider
on your policy, you may withdraw a portion of your cash surrender value
without reducing the death benefit. Under this rider, there are limits
on how much you can withdraw, and the withdrawal must be at the policy
anniversary. You can find more information about the rider under
General Matters - Additional Insurance Benefits.
You may also request a pro-rata surrender of the policy, which allows
you to surrender part of the policy and keep the rest in force. You can
find more information under Policy Rights - Surrender, Partial
Withdrawals, and Pro-Rata Surrender.
A surrender, partial withdrawal, or Pro-Rata Surrender may have Federal
income tax consequences. We suggest that you discuss your situation
with a competent tax adviser before taking one of these steps. (See
Federal Tax Matters.)
ILLUSTRATIONS OF DEATH BENEFITS AND CASH SURRENDER VALUES. The death
benefit and cash surrender value of your policy will depend on how well
your investments perform. In Appendix A we have illustrated some sample
policies. Depending on the rate of return, the values may increase or
decrease. In order to help you to understand the cost of the policy, we
also show how your premium would grow if you simply invested it at 5%
interest, compounded annually.
If you surrender your policy in the first few years, the cash surrender
value that you receive may be low compared to what you would have
accumulated by investing the premiums at interest. In this case, the
insurance protection that you received while the policy was in force
will have been expensive.
We will provide you with an illustration showing projected future cash
values if you request it in writing. We may charge a fee of up to $25
for preparing the illustration.
TAX CONSEQUENCES OF THE POLICY. If your policy was issued in a standard
premium class, then we believe that it qualifies as a life insurance
contract for Federal income tax purposes. Similarly, if your policy was
issued on a guaranteed issue or simplified issue basis, we believe that
it will qualify as a life insurance contract. However, if the policy
was issued on a substandard basis, it is not clear whether it will
qualify as a life insurance contract for tax purposes. The IRS has
provided very limited guidance in this area.
Assuming that the policy does qualify as a life insurance contract for
Federal income tax purposes, then we believe that the cash value should
be subject to the same tax treatment as the cash value of a conventional
fixed-benefit contract. This means that growth in the cash value will
not be taxed until you receive a distribution.
There are some actions that may trigger a tax. If you transfer
ownership to someone else, or if you surrender the policy or withdraw
cash from it, you may have to pay a tax. Similarly, if you let the
policy lapse while there is an outstanding loan, or if you exchange the
policy for another policy, you may owe a tax. (See Federal Tax
Matters.)
If you pay too much in premium, your policy may become a "modified
endowment contract." If that happens, then some pre-death distributions
of cash will be taxable income. If there is more cash value in the
policy that what you actually paid in premiums, you will taxed on the
excess in the year in which you receive a distribution. You may
withdraw the amount that you paid into the policy without being taxed,
but only after you have received the excess as taxable income. In
addition, any taxable distribution that you receive before age 59 1/2
will generally be subject to an additional 10% tax.
On the other hand, if the policy is not a modified endowment contract,
then distributions are normally treated first as a return of your "cost
basis," or investment in the contract. In this case, you may withdraw
up to the amount of the premiums you paid with no tax consequences.
After that, any additional distributions are treated as taxable income.
In addition, loans from the policy are not treated as distributions, so
they are not considered taxable income. Finally, if you policy is not a
modified endowment contract, neither distributions or loans are subject
to the 10% additional tax (See Federal Tax Matters.)
Please note that General American is neither a law firm nor a tax
adviser, so we cannot give you legal or tax advice. If you have
specific legal or tax questions, we suggest that you consult a qualified
professional in these fields.
DIVIDENDS. We do not expect to pay dividends on this Policy. (See
Dividends.)
* * *
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This Prospectus describes only those aspects of the Policy that relate
to the Separate Account, except where General Account matters are
specifically mentioned. For a brief summary of the aspects of the
Policy relating to the General Account, see The General Account.
DEFINITIONS
ATTAINED AGE - The Issue Age of the Insured plus the number of completed
Policy Years.
BENEFICIARY - The person(s) named in the application or by later
designation to receive Policy proceeds in the event of the Insured's
death. A Beneficiary may be changed as set forth in this Prospectus.
CASH VALUE - The total amount that a Policy provides for investment at
any time. It is equal to the total of the amounts credited to the Owner
in the Separate Account, the General Account, and in the Loan Account.
CASH SURRENDER VALUE - The Case Value of a Policy on the date of
surrender, less any Indebtedness, any surrender charges, and any unpaid
selection and issue expense charges.
DIVISION - A subaccount of the Separate Account. Each Division invests
exclusively in the shares of a corresponding Fund of General American
Capital Company, Russell Insurance Funds, Variable Insurance Products
Fund, Variable Insurance Products Fund II, or Van Eck Investment Trust.
EFFECTIVE DATE - The date as of which insurance coverage begins under a
policy.
FACE AMOUNT - The minimum death benefit under the Policy so long as the
Policy remains in force.
FUND - A separate investment portfolio of General American Capital
Company, Russell Insurance Funds, Variable Insurance Products Fund,
Variable Insurance Products Fund II, or Van Eck Investment Trust.
Although sometimes referred to elsewhere as "Portfolios", they are
referred to herein as "Funds", except where Portfolio is part of their
name.
GENERAL ACCOUNT - The assets of the Company other than those allocated
to the Separate Account or any other separate account. The Loan Account
is part of the General Account.
HOME OFFICE - The service office of General American Life Insurance
Company, the mailing address of which is P.O. Box 14490, St. Louis,
Missouri 63178.
INDEBTEDNESS - The sum of all unpaid Policy Loans and accrued interest
on loans.
INITIAL PREMIUM - The minimum initial premium required to be paid for
the Policy to become effective.
INSURED - The person whose life is insured under the Policy.
INVESTMENT START DATE - The date the initial premium is applied to the
General Account and/or the Divisions of the Separate Account. This date
is the later of the Issue Date or the date the Initial Premium is
received at General American's Home Office.
ISSUE AGE - The Insured's age at his or her nearest birthday as of the
date the Policy is issued.
ISSUE DATE - The date from which Policy Anniversaries, Policy Years, and
Policy Months are measured.
LOAN ACCOUNT - The account of the Company to which amounts securing
Policy Loans are allocated. The Loan Account is part of General
American's General Account.
LOAN SUBACCOUNT - A Loan Subaccount exists for the General Account and
for each Division of the Separate Account. Any Cash Value transferred
to the Loan Account will be allocated to the appropriate Loan Subaccount
to reflect the origin of the Cash Value. At any point in time, the Loan
Account will equal the sum of all the Loan Subaccounts.
MATURITY DATE - The Policy Anniversary on which the Insured reaches
Attained Age 95.
MONTHLY ANNIVERSARY - The same date in each succeeding month as the
Issue Date, except that whenever the Monthly Anniversary falls on a date
other than a Valuation Date, the Monthly Anniversary will be deemed the
next Valuation Date. If any Monthly Anniversary would be the 29th,
30th, or 31st day of a month that does not have that number of days,
then the Monthly anniversary will be the last day of that month.
NET PREMIUM - The premium less the premium expense charges (consisting
of the sales charge and the premium tax charge).
OWNER - The Owner of a Policy, as designated in the application or as
subsequently changed.
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POLICY - Either or both of the flexible premium variable life insurance
policies offered by the Company and described in this Prospectus.
POLICY ANNIVERSARY - The same date each year as the Issue Date.
POLICY MONTH - A month beginning on the Monthly Anniversary.
POLICY YEAR - A period beginning on a Policy Anniversary and ending on
the day immediately preceding the next Policy Anniversary.
PORTFOLIO - See Fund.
SEC - The United States Securities and Exchange Commission.
SEPARATE ACCOUNT - General American Separate Account Eleven, a separate
investment account established by the Company to receive and invest the
Net Premiums paid under the Policy, and certain other variable life
policies, and allocated by the Owner to provide variable benefits.
TARGET PREMIUM - The amount of premiums paid that is used to determine
the amount of the Contingent Deferred Sales Charge.
VALUATION DATE - Each day that the New York Stock Exchange is open for
trading and the Company is open for business. The Company is not open
for business the day after Thanksgiving.
VALUATION PERIOD - The period between two successive Valuation Dates,
commencing at 4:00 P.M.(Eastern Standard Time) on a Valuation Date and
ending at 4:00 P.M. on the next succeeding Valuation Date.
THE COMPANY AND
THE SEPARATE ACCOUNT
The Company
General American Life Insurance Company ("General American" or "the
Company") was originally incorporated as a stock company in 1933. In
1936, General American initiated a program to convert to a mutual life
insurance company. In 1997, General American's policyholders approved a
reorganization of the Company into a mutual holding company structure
under which General American became a stock company wholly owned by
GenAmerica Corporation, an intermediate stock holding company.
GenAmerica is wholly owned by General American Mutual Holding Company, a
mutual holding company organized under Missouri law.
General American Mutual Holding Company ("GAMHC") has announced that it
is developing a plan under which it would convert from a mutual company
to a publicly-held stock company. Conversion to a stock company, or
"demutualization", would be subject to policyholder and regulatory
approval, as well as the satisfaction of certain other conditions.
Demutualization would not affect General American's contractual
obligations. If, and when, GAMHC adopts a conversion plan, information
about the plan will be made available to policyholders in accordance
with applicable law and regulations.
General American is principally engaged in writing individual and group
life insurance policies and annuity contracts. As of December 31, 1998,
it had consolidated assets of approximately $29 billion. It is admitted
to do business in 49 states, the District of Columbia, Puerto Rico, and
in ten Canadian provinces. The principal offices of General American
are located at 700 Market Street, St. Louis, Missouri 63101. The
mailing address of General American's service center ("the Home Office")
is P.O. Box 14490, St. Louis, Missouri 63178.
The Separate Account
General American Life Insurance Company Separate Account Eleven ("the
Separate Account") was established by General American as a separate
investment account on January 24, 1985 under Missouri law. The Separate
Account will receive and invest the Net Premiums paid under this Policy
and allocated to it. In addition, the Separate Account currently
receives and invests Net Premiums for other flexible premium variable
life insurance policies and might do so for additional classes in the
future.
The Separate Account has been registered with the SEC as a unit
investment trust under the Investment Company Act of 1940 ("the 1940
Act") and meets the definition of a "separate account" under Federal
securities laws. Registration with the SEC does not involve supervision
of the management or investment practices or policies of the Separate
Account or General American by the SEC.
The Separate Account currently is divided into eighteen Divisions.
Divisions invest in corresponding Funds from one of five open-end,
diversified management investment companies: (1) General American
Capital Company, (2) Russell Insurance Funds, (3) Variable Insurance
Products Fund, (4) Variable Insurance Products Fund II, and
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(5) Van Eck Investment Trust. Income and both realized and unrealized
gains or losses from the assets of each Division of the Separate Account
are credited to or charged against that Division without regard to
income, gains, or losses from any other Division of the Separate Account
or arising out of any other business General American may conduct.
Although the assets of the Separate Account are the property of General
American, the assets in the Separate Account equal to the reserves and
other liabilities of the Separate Account are not chargeable with
liabilities arising out of any other business which General American may
conduct. The assets of the Separate Account are available to cover the
general liabilities of General American only to the extent that the
Separate Account's assets exceed its liabilities arising under the
Policies. From time to time, the Company may transfer to its General
Account any assets of the Separate Account that exceed the reserves and
the Policy liabilities of the Separate Account (which will always be at
least equal to the aggregate Policy value allocated to the Separate
Account under the Policies). Before making any such transfers, General
American will consider any possible adverse impact the transfer may have
on the Separate Account.
General American Capital Company
General American Capital Company ("the Capital Company") is an open-end,
diversified management investment company which was incorporated in
Maryland on November 15, 1985, and commenced operations on October 1,
1987. Only the Capital Company Funds described in this section of the
Prospectus are currently available as investment choices for this Policy
even though additional Funds may be described in the prospectus for the
Capital Company. Shares of Capital Company are currently offered to
separate accounts established by General American Life Insurance Company
and affiliates. The Capital Company's investment advisor is Conning
Asset Management Company ("the Advisor"), an indirect majority-owned
subsidiary of General American. The Advisor selects investments for the
Funds.
The investment objectives and policies of each Fund are summarized
below:
S&P 500 INDEX FUND: The investment objective of this Fund is to provide
investment results that parallel the price and yield performance of
publicly-traded common stocks in the aggregate. The Fund uses the
Standard & Poor's Composite Index of 500 Stocks ("the S&P Index") as
its standard for performance comparison. The Fund attempts to duplicate
the performance of the S&P Index and includes dividend income as a
component of the Fund's total return. The Fund is not managed by
Standard & Poor's.
THE MONEY MARKET FUND: The investment objective of the Money Market
Fund is to obtain the highest level of current income which is
consistent with the preservation of capital and maintenance of
liquidity. The Fund invests primarily in high-quality, short-term money
market instruments. An investment in the Money Market Fund is neither
insured nor guaranteed by the U.S. Government.
BOND INDEX FUND: The investment objective of this Fund is to provide a
rate of return that reflects the performance of the publicly-traded bond
market as a whole. The Fund uses the Lehman Brothers Government/Corporate
Bond Index as its standard for performance comparison.
MANAGED EQUITY FUND: The investment objective of this Fund is long-term
growth of capital, obtained by investing primarily in common stocks.
Securing moderate current income is a secondary objective.
ASSET ALLOCATION FUND: The investment objective of this Fund is a high
rate of long-term total return composed of capital growth and income
payments. Preservation of capital is the secondary objective and chief
limit on investment risk. The Fund will invest only in those types of
securities that the other Capital Company Funds may invest in. The
Asset Allocation Fund invests in a combination of common stocks, bonds,
or money market instruments in accordance with guidelines established
from time to time by Capital Company's Board of Directors.
INTERNATIONAL INDEX FUND: The investment objective of this Fund is to
obtain investment results that parallel the price and yield performance
of publicly traded common stocks included in the Morgan Stanley Capital
International ("MSCI") Europe, Australia and Far East Index ("EAFE").
MID-CAP EQUITY FUND: The investment objective of this Fund is capital
appreciation. It pursues this objective by investing primarily in
common stocks of United States-based, publicly traded companies with
medium capitalizations falling within the capitalization range of the
S&P Mid-Cap 400 at the time of the Fund's investment.
SMALL-CAP EQUITY FUND: The investment objective of this Fund is to
provide a rate of return that corresponds to the performance of the
common stock of small companies, while incurring a level of risk that is
generally equal to the risks associated with small company common stock.
The Fund attempts to duplicate the performance of the smallest 20% of
companies, based on capitalization size, that are
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based in the United States and listed on the New York Stock Exchange
("NYSE").
Russell Insurance Funds
Russell Insurance Funds ("RIF") is organized as a Massachusetts business
trust under a Master Trust Agreement dated July 11, 1996. RIF is
authorized to issue an unlimited number of shares evidencing beneficial
interests in different investment Funds, which interests may be offered
in one or more classes. RIF is a diversified open end management
investment company, commonly known as a "mutual fund." Frank Russell
Company, which is a consultant to RIF, has been primarily engaged since
1969 in providing asset management consulting services to large
corporate employee benefit funds. Major components of its consulting
services are: (i) quantitative and qualitative research and evaluation
aimed at identifying the most appropriate investment management firms to
invest large pools of assets in accord with specific investment
objectives and styles; and (ii) the development of strategies for
investing assets using "multi-style, multi-manager diversification."
This is a method for investing large pools of assets by dividing the
assets into segments to be invested using different investment styles,
and selecting money managers for each segment based upon their expertise
in that style of investment. General management of RIF is provided by
Frank Russell Investment Management Company, a wholly-owned subsidiary
of Frank Russell Company, which furnishes officers and staff required to
manage and administer RIF on a day-to-day basis.
The investment objectives and policies of each Fund are summarized
below:
MULTI-STYLE EQUITY FUND: The investment objective of this Fund is to
provide income and capital growth by investing principally in equity
securities.
AGGRESSIVE EQUITY FUND: This Fund seeks to provide capital appreciation
by assuming a higher level of volatility than is ordinarily expected
from the Multi-Style Equity Fund while still investing in equity
securities.
NON-U.S. FUND: This Fund's objective is to provide favorable total
return and additional diversification for U.S. investors by investing
primarily in equity and fixed-income securities of non-U.S. companies,
and securities issued by non-U.S. governments.
CORE BOND FUND: This Fund's objective is to maximize total return,
through capital appreciation and income, by assuming a level of
volatility consistent with the broad fixed-income market. The Fund
invests in fixed-income securities.
American Century Variable Portfolios
American Century Variable Portfolios, Inc., a part of American Century
Investments, was organized as a Maryland corporation on June 4, 1987.
It is a diversified, open-end management investment company. Its
business and affairs are managed by its officers under the Direction of
its Board of Directors. American Century Investment Management, Inc.
serves as the investment manager of the fund.
The investment objective and policies of the Funds are summarized below:
INCOME & GROWTH FUND: The investment objective of this Fund is to
attain long-term growth of capital as well as current income. The Fund
pursues a total return and dividend yield that exceed those of the S&P
500 by investing in stocks of companies with strong dividend growth
potential. Dividends are paid monthly.
INTERNATIONAL FUND: This Fund seeks capital growth over time by
investing in common stocks of foreign companies considered to have
better-than-average prospects for appreciation. Because the Fund
invests in foreign securities, a higher degree of short-term price
volatility, or risk, is expected due to factors such as currency
fluctuation and political instability.
VALUE FUND: This Fund is a core equity fund that seeks long-term
capital growth. Income is a secondary objective. To pursue its
objectives, the fund invests primarily in equity securities of well-
established companies that are believed by management to be undervalued
at the time of purchase. Please note that this is an equity investment
and, by nature, may fluctuate in value.
<PAGE>
J.P. Morgan Series Trust Ii
J.P. Morgan Series Trust II is an open-end diversified management
investment company organized as a Delaware Business Trust. The Trust's
investment adviser is J.P. Morgan Investment Management, Inc., a
registered investment adviser and a wholly owned subsidiary of J.P.
Morgan & Co., Incorporated, a bank holding company organized under the
laws of Delaware.
The investment objective and policies of the Funds are summarized below:
BOND PORTFOLIO: This Fund seeks to provide a high total return
consistent with moderate risk of capital and maintenance of liquidity.
The Fund is designed for investors who seek a total return over time
that is higher than that generally available from a portfolio
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of short-term obligations while acknowledging the greater price
fluctuation of longer-term instruments.
SMALL COMPANY PORTFOLIO: The investment objective of this Fund is to
provide high total return from a portfolio of equity securities of small
companies. The Fund invests at least 65% of the value of its total
assets in the common stock of small U.S. Companies primarily with market
capitalizations less than $1 billion. The Fund is designed for
investors who are willing to assume the somewhat higher risk of
investing in small companies in order to seek a higher return over time
than might be expected from a portfolio of stocks of large companies.
Variable Insurance Products Fund
Variable Insurance Products Fund ("VIP") is an open-end, diversified
management investment company organized as a Massachusetts business
trust on November 13, 1981. It currently has five separate investment
portfolios, but only the four listed below are available as Separate
Account Eleven Division choices. Variable Insurance Products Fund shares
are purchased by insurance companies to fund benefits under variable
insurance and annuity policies. Fidelity Management & Research Company
("FMR") of Boston, Massachusetts is the Portfolios' Manager.
The investment objectives and policies of each Portfolio are summarized
below:
EQUITY-INCOME PORTFOLIO: The investment objective of this Fund is
income, obtained by investing primarily in income-producing equity
securities. In choosing these securities, FMR will also consider the
potential for capital appreciation. The Fund's goal is to achieve a
yield which exceeds the composite yield on the securities comprising the
Standard & Poor's Composite Index of 500 Stocks.
GROWTH PORTFOLIO: The investment objective of this Portfolio is capital
appreciation. The Fund normally purchases common stocks, although its
investments are not restricted to any one type of security. Capital
appreciation may also be obtained from other types of securities,
including bonds and preferred stocks.
OVERSEAS PORTFOLIO: The investment objective of this Fund is long-term
growth of capital. The Fund invests primarily in foreign securities.
The Overseas Portfolio provides a means for investors to diversify their
own portfolios by participation in companies and economies outside of
the United States.
HIGH INCOME PORTFOLIO: The investment objective of this Fund is a high
level of current income. The Fund seeks to fulfill the objectives by
investing primarily in high-yielding, lower-rated, fixed-income
securities, while also considering growth of capital. Lower-rated
securities, commonly referred to as "junk bonds", involve greater risk
of default or price change than securities assigned a higher quality
rating.
Variable Insurance Products Fund II
Variable Insurance Products Fund II ("VIP II") is an open-end,
diversified management investment company organized as a Massachusetts
business trust on March 21, 1988. Only the Fund(s) described in this
section of the Prospectus are currently available as investment choices
for this Policy even though additional Funds may be described in the
prospectus for VIP II. VIP II shares are purchased by insurance
companies to fund benefits under variable insurance and annuity
policies. FMR is the Fund's manager.
The investment objective and policies of the Funds(s) are summarized
below:
ASSET MANAGER: The investment objective of this Fund is to seek a high
total return with reduced risk over the long-term by allocating its
assets among domestic and foreign stocks, bonds, and short-term fixed
income instruments.
Van Eck Worldwide Insurance Trust
Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management
investment company organized as a Massachusetts business trust on
January 7, 1987. Only the Fund described in this section of the
Prospectus is currently available as an investment choice for this
Policy even though additional Funds may be described in the prospectus
for Van Eck. Shares of Van Eck are offered only to separate accounts of
various insurance companies to support benefits of variable insurance
and annuity policies. The assets of Van Eck are managed by Van Eck
Associates Corporation of New York, New York.
The investment objectives and policies of the Fund are summarized below:
WORLDWIDE HARD ASSETS FUND: The investment objective of the Fund is to
seek long-term capital appreciation by investing in equity and debt
securities of companies engaged in the exploration, development,
production, and distribution of one or more of the following: (i)
precious metals, (ii) ferrous and non-ferrous metals, (iii) oil and gas,
(iv) forest products, (v) real estate, and (vi) other basic non-
agricultural commodities (together, "Hard Assets"). Current income is
not an objective.
<PAGE>
WORLDWIDE EMERGING MARKETS FUND: The investment objective of this Fund
is to obtain long-term capital appreciation by investing in equity
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securities in emerging markets around the world. The Fund emphasizes
primarily investment in countries that, compared to the world's major
economies, exhibit relatively low gross national product per capita, as
well as the potential for rapid economic growth.
There is no assurance that any of the Funds will achieve its stated
objective. It is conceivable that in the future it may be
disadvantageous for Funds to offer shares to separate accounts of
various insurance companies to serve as the investment medium for their
variable products or for both variable life and annuity separate
accounts to invest simultaneously in Capital Company. The Board of the
Funds, the respective advisors of each Fund, and the Company and any
other insurance companies participating in the Funds are required to
monitor events to identify any material irreconcilable conflicts that
may possibly arise, and to determine what action, if any, should be
taken in response to those events or conflicts. A more detailed
description of the Funds, their investment policies, restrictions,
risks, and charges is in each Fund's prospectuses, which must accompany
or precede this Prospectus and which should be read carefully.
Addition, Deletion, or Substitution of Investments
The Company reserves the right, subject to compliance with applicable
law, to make additions to, deletions from, or substitutions for the
shares that are held by the Separate Account or that the Separate
Account may purchase. The Company reserves the right to eliminate the
shares of any of the Funds and to substitute shares of another Fund
currently available under the Policy, or of another registered open-end
investment company if the shares of a Fund are no longer available for
investment or if in its judgment further investment in any Fund becomes
inappropriate in view of the purposes of the Separate Account. The
Company will not substitute any shares attributable to an Owner's
interest in a Division of the Separate Account without notice to the
Owner and prior approval of the SEC, to the extent required by the 1940
Act or other applicable law. Nothing contained in this Prospectus shall
prevent the Separate Account from purchasing other securities for other
series or classes of policies, or from permitting a conversion between
series or classes of policies on the basis of requests made by Owners.
The Company also reserves the right to establish additional Divisions of
the Separate Account, each of which would invest in a new Fund of a
company currently available under the Policy, or in shares of another
investment company, with a specified investment objective. New Divisions
may be established when, in the sole discretion of the Company,
marketing needs or investment conditions warrant. Any new Division will
be made available to existing Owners on a basis to be determined by the
Company. To the extent approved by the SEC, the Company may also
eliminate or combine one or more Divisions, substitute one Division for
another Division, or transfer assets between Divisions if, in its sole
discretion, marketing, tax, or investment conditions warrant.
In the event of a substitution or change, the Company may, if it
considers it necessary, make such changes in the Policy by appropriate
endorsement and offer conversion options required by law, if any. The
Company will notify all Owners of any such changes.
If deemed by the Company to be in the best interests of persons having
voting rights under the Policy, and to the extent any necessary SEC
approvals or Owner votes are obtained, the Separate Account may be: (a)
operated as a management company under the 1940 Act; (b) de-registered
under that Act in the event such registration is no longer required; or
(c) combined with other separate accounts of the Company. To the extent
permitted by applicable law, the Company may also transfer the assets of
the Separate Account associated with the Policy to another separate
account.
POLICY BENEFITS
Death Benefit
As long as the Policy remains in force (See Payment and Allocation of
Premiums-Policy Lapse and Reinstatement.), the Company will, upon
receipt of proof of the Insured's death at its Home Office, pay the
death benefit in a lump sum. The amount of the death benefit payable
will be determined at the end of the Valuation Period during which the
Insured's death occurred. (See Payment of Policy Benefits-Settlement
Options.) The death benefit will be paid to the surviving Beneficiary
or Beneficiaries specified in the application or as subsequently
changed.
The Policy provides two death benefit options: "Death Benefit Option A"
and "Death Benefit Option B". The death benefit under either option will
never be less than the current Face Amount of the Policy (less
Indebtedness) as long as the Policy remains in force. (See Payment and
Allocation of Premiums-Policy Lapse and Reinstatement.) The minimum Face
Amount currently is $50,000.
DEATH BENEFIT OPTION A. Under Death Benefit Option A, the death benefit
is the current Face Amount of the Policy or, if greater, the applicable
percentage of Cash Value on the date of death. The applicable percentage
is 250% for an Insured
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Attained Age 40 or below on the Policy Anniversary prior to the date of
death. For Insureds with an Attained Age over 40 on that Policy
Anniversary, the percentage is lower and declines with age as shown in
the Applicable Percentage of Cash Value Table shown below. Accordingly,
under Death Benefit Option A the death benefit will remain level at the
Face Amount unless the applicable percentage of Cash Value exceeds the
current Face Amount, in which case the amount of the death benefit will
vary as the Cash Value varies.
<TABLE>
APPLICABLE PERCENTAGE OF CASH VALUE TABLE
<CAPTION>
ATT APPLICABLE ATT APPLICABLE
AGE PERCENTAGE AGE PERCENTAGE
--- ---------- --- ----------
<S> <C> <C> <C>
Up to 40 250% 61 128%
41 243% 62 126%
42 236% 63 124%
43 229% 64 122%
44 222% 65 120%
45 215% 66 119%
46 209% 67 118%
47 203% 68 117%
48 197% 69 116%
49 191% 70 115%
50 185% 71 113%
51 178% 72 111%
52 171% 73 109%
53 164% 74 107%
54 157% 75 to 90 105%
55 150% 91 104%
56 146% 92 103%
57 142% 93 102%
58 138% 94 101%
59 134% 95+ 100%
60 130%
</TABLE>
DEATH BENEFIT OPTION B. Under Death Benefit Option B, the death benefit
is equal to the current Face Amount plus the Cash Value of the Policy on
the date of death or, if greater, the applicable percentage of the Cash
Value on the date of death. The applicable percentage is the same as
under Death Benefit Option A: 250% for an Insured Attained Age 40 or
below on the Policy Anniversary prior to the date of death, and for
Insureds with an Attained Age over 40 on that Policy Anniversary the
percentage declines as shown in the Applicable Percentage of Cash Value
Table. Accordingly, under Death Benefit Option B the amount of the death
benefit will always vary as the Cash Value varies (but will never be
less than the Face Amount).
CHANGE IN DEATH BENEFIT OPTION. After the first Policy Anniversary, the
death benefit option in effect may be changed. The option may be changed
once each Policy Year, and a request for change must be made to the
Company in writing. The effective date of such a change will be the
Monthly Anniversary on or following the date the Company receives the
change request. A change in death benefit option may have Federal
income tax consequences.
If the death benefit option is changed from Death Benefit Option A to
Death Benefit Option B, the Face Amount will be decreased to equal the
Face Amount before the change less the Cash Value on the effective date
of the change. If the death benefit option is changed from Death Benefit
Option B to Death Benefit Option A, the Face Amount will be increased to
equal the Death Benefit on the effective date of change.
Satisfactory evidence of insurability must be submitted to the Company
in connection with a request for a change from Death Benefit Option A to
Death Benefit Option B. A change may not be made if it would result in
a Face Amount of less than the minimum Face Amount.
A change in death benefit option will not in itself result in an
immediate change in the amount of a Policy's death benefit or Cash
Value. No charges will be imposed upon a change from Death Benefit
Option B to Death Benefit Option A. A change from Death Benefit Option A
to Death Benefit Option B, however, will result in a decrease in the
Face Amount which may, in turn, result in a surrender charge. This
surrender charge will be assessed on the decrease in Face Amount in the
same manner as it would be assessed on a requested decrease in Face
Amount (See Contingent Deferred Sales Charge). In addition, if, prior to
or accompanying a change in the death benefit option, there has been an
increase in the Face Amount, the cost of insurance charge may be
different for the increased amount. (See Charges and Deductions-Cost of
Insurance.)
CHANGE IN FACE AMOUNT. Subject to certain limitations set forth below,
an Owner may increase or decrease the Face Amount of a Policy once each
Policy Year but not before the first Policy Anniversary. A written
request is required for a change in the Face Amount. A change in Face
Amount may affect the cost of insurance rate and the net amount at risk,
both of which affect an Owner's cost of insurance charge. (See Charges
and Deductions-Cost of Insurance.) A change in the Face Amount of a
Policy may have Federal income tax consequences. (See Federal Tax
Matters.)
<PAGE>
For an increase in the Face Amount, the Company requires that
satisfactory evidence of insurability be submitted. An application for
an increase must be received within 60 days prior to, or 30 days
following, a Policy Anniversary. If approved, the increase will become
effective as of the Policy Anniversary. In addition, the Insured must
have an
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Attained Age of not greater than 80 on the effective date of the
increase. The increase may not be less than $5,000 under the Standard
Policy and $2,000 under the Pension Policy. Although an increase need
not necessarily be accompanied by an additional premium (unless it is
required to meet the next monthly deduction), the Cash Surrender Value
in effect immediately after the increase must be sufficient to cover the
next monthly deduction including the selection and issue expense charge
assessed in connection with the increase. To the extent the Cash
Surrender Value is not sufficient, an additional premium must be paid.
(See Charges and Deductions - Monthly Deduction.) An increase in the
Face Amount may result in certain additional charges. (See Charges and
Deductions - Monthly Deductions.)
For the Owner's rights upon an increase in Face Amount, see Policy
Rights - Right to Examine Policy. Owners should consult their sales
representative before deciding whether to increase coverage by
increasing the Face Amount of a Policy.
An Owner may elect an increase in the Face Amount that will terminate on
the Monthly Anniversary which is an exact whole number of years from the
effective date of the increase and which is nearest the Insured's 85th
birthday. The Owner may select this option only if the Insured has an
Attained Age of not less than 20 but not more than 70 on the effective
date of the requested increase. Because a termination cannot occur less
than 15 years after the option is selected, no Contingent Deferred Sales
Charge will be assessed due to the decrease in Face Amount resulting
from the termination. If the Owner selects this option, the increase may
have a different cost of insurance than an increase that terminates at
Attained Age 95. The cost of insurance will never exceed the monthly
cost of insurance rates set forth in the Policy.
Any decrease in the Face Amount will become effective on the Monthly
Anniversary on or following receipt of the written request by the
Company. The amount of the requested decrease must be at least $5,000
and the Face Amount remaining in force after any requested decrease may
not be less than the minimum Face Amount. If following a decrease in
Face Amount, the Policy would not comply with the maximum premium
limitations required by Federal tax law (See Payment and Allocation of
Premiums), the decrease may be limited or Cash Value may be returned to
the Owner (at the Owner's election), to the extent necessary to meet
these requirements. A decrease in the Face Amount will reduce the Face
Amount in the following order:
(a) to any Face Amount increases resulting from a change from Death
Benefit Option B to Death Benefit Option A; then to
(b) The Face Amount provided by the most recent increase;
(c) The next most recent increases successively; and
(d) The initial Face Amount.
This order of reduction will be used to determine the amount of
subsequent cost of insurance charges (See Charges and Deductions - Cost
of Insurance), and whether and in what amount a surrender charge will be
deducted. If the decrease in Face Amount is made against a coverage that
has been in effect for less than ten Policy Years, then a surrender
charge will be assessed against all Divisions and the General Account
proportionately. (See Charges and Deductions - Contingent Deferred Sales
Charge.)
PAYMENT OF THE DEATH BENEFIT. The death benefit under the Policy will
ordinarily be paid in a lump sum within seven days after the Company
receives all documentation required for such a payment. Payment may,
however, be postponed in certain circumstances. (See General Matters-
Postponement of Payments from the Separate Account.) The death benefit
will be increased by any paid-up additions to the Policy, any dividend
accumulations and any unpaid dividends determined prior to the Insured's
death, and by the amount of the monthly cost of insurance for the
portion of the month from the date of death to the end of the month, and
reduced by any outstanding Indebtedness. (See General Matters-Additional
Insurance Benefits, Dividends, and Charges and Deductions.) The Company
will pay interest on the death benefit from the date of the Insured's
death to the date of payment. Interest will be at an annual rate
determined by the Company, but will never be less than the guaranteed
rate of 4.0%. Provisions for settlement of the death benefit other than
a lump sum payment may only be made upon written agreement with the
Company.
Cash Value
The Cash Value of the Policy is equal to the total of the amounts
credited to the Owner in the Separate Account, the General Account, and
the Loan Account (securing Policy Loans). The Policy's Cash Value in the
Separate Account will reflect the investment performance of the chosen
divisions of the Separate Account, the frequency and amount of net
premiums paid, transfers, partial withdrawals, loans, and the charges
assessed in connection with the Policy. An Owner may at any time
surrender the Policy and receive the Policy's Cash Surrender Value. (See
Policy Rights-Surrender and Partial Withdrawals.) There is no guaranteed
minimum Cash Value.
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DETERMINATION OF CASH VALUE. Cash Value is determined on each Valuation
Date. On the Investment Start Date, the Cash Value in a Division will
equal the portion of any Net Premium allocated to the Division, reduced
by the portion allocated to that Division of the monthly deduction(s)
due from the Issue Date through the Investment Start Date. Depending
upon the length of time between the Issue Date and the Investment Start
Date, this amount may be more than the amount of one monthly deduction.
(See Payment and Allocation of Premiums.) Thereafter, on each Valuation
Date, the Cash Value in a Division of the Separate Account will equal:
(1) The Cash Value in the Division on the preceding Valuation Date,
multiplied by the Division's Net Investment Factor (defined below) for
the current Valuation Period; plus
(2) Any Net Premium payments received during the current Valuation
Period which are allocated to the Division; plus
(3) Any loan repayments allocated to the Division during the current
Valuation Period, plus
(4) Any amounts transferred to the Division from the General Account
or from another Division during the current Valuation Period; plus
(5) That portion of the interest credited on outstanding loans which
is allocated to the Division during the current Valuation Period; minus
(6) Any amounts transferred from the Division to the General Account,
Loan Account, or to another Division during the current Valuation Period
(including any transfer charges); minus
(7) Any partial withdrawals from the Division during the current
Valuation Period; minus
(8) Any withdrawal or surrender charges incurred during the current
Valuation Period attributed to the Division in connection with a partial
withdrawal or decrease in Face Amount; minus
(9) If a Monthly Anniversary occurs during the current Valuation
Period, the portion of the monthly deduction allocated to the Division
during the current Valuation Period to cover the Policy Month which
starts during that Valuation Period. (See Charges and Deductions)
The Policy's Cash Value in the Separate Account equals the sum of the
Policy's Cash Values in each Division.
NET INVESTMENT FACTOR. The Net Investment Factor measures the
investment performance of a Division during a Valuation Period. The Net
Investment Factor for each Division for a Valuation period is calculated
as follows:
(l) 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 the assets in 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 each Division for taxes, including any
tax or other economic burden resulting from the application of the tax
laws determined by the Company or any amount set aside during the
Valuation Period as a reserve for taxes attributable to the operation or
maintenance of each Division; minus
(5) A charge not to exceed .002319% of the average net assets for each
day in the Valuation Period. This is equivalent to an effective annual
rate of 0.85% for mortality and expense risks; divided by
(6) The value of the assets at the end of the preceding Valuation
Period.
POLICY RIGHTS
Loans
LOAN PRIVILEGES. After the first Policy Anniversary, the Owner may, by
written request to General American, borrow an amount up to the Loan
Value of the Policy, with the Policy serving as sole security for such
loan. A loan taken from, or secured by, a Policy may have Federal income
tax consequences. (See Federal Tax Matters.)
The Loan Value is 90% of the Cash Value of the Policy on the date the
loan request is received, less interest to the next Policy Anniversary,
less any outstanding Indebtedness, less any surrender charges, and less
any anticipated monthly deductions to the next Policy Anniversary. If
required by state law, the Policy's Loan Value may be a greater
percentage of the Cash Value as described in the Policy.
Policy Loan interest is payable in advance on each Policy Anniversary.
The minimum amount that may be borrowed, net of the interest payable in
advance, is $500. The loan may be completely or partially
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repaid at any time while the Insured is living. Any amount due to an
Owner under a Policy Loan ordinarily will be paid within seven days
after General American receives the loan request at its Home Office,
although payments may be postponed under certain circumstances. (See
General Matters-Postponement of Payments from the Separate Account.)
When a Policy Loan is made, Cash Value equal to the amount of the loan
plus the interest due on the borrowed amount to the next Policy
Anniversary will be transferred to the Loan Account as security for the
loan. A Loan Subaccount exists within the Loan Account for the General
Account and each Division of the Separate Account. Amounts transferred
to the Loan Account to secure Indebtedness are allocated to the
appropriate Loan Subaccount to reflect its origin. Unless the Owner
requests a different allocation, amounts will be transferred from the
Divisions of the Separate Account and the General Account in the same
proportion that the Policy's Cash Value in each Division and the General
Account, if any, bears to the Policy's total Cash Value, less the Cash
Value in the Loan Account, at the end of the Valuation Period during
which the request for a Policy Loan is received. This will reduce the
Policy's Cash Value in the General Account and Separate Account. These
transactions will not be considered transfers for purposes of the
limitations on transfers between Divisions or to or from the General
Account.
Cash Value in the Loan Account is expected to earn interest at a rate
("the earnings rate") which is lower than the rate charged on the Policy
Loan ("the borrowing rate"). Cash Value in the Loan Account will accrue
interest daily at an earnings rate which is the greater of (a) an annual
rate of 5% ("the guaranteed earnings rate" or (b) a current rate
determined by us ("the discretionary earnings rate"). The Company may
change the discretionary earnings rate on Policy Loans at any time in
its sole discretion. Currently, we accrue interest at a discretionary
earnings rate which is .75% less than the borrowing rate we charge for
Policy Loan interest. The difference between the rate of interest
earned and the borrowing rate is the "Loan Spread". The .75% Loan
Spread mentioned above is currently in effect and is not guaranteed.
Interest earned on the Cash Value held in the Loan Account will be
allocated on Policy Anniversaries to the General Account and the
Divisions of the Separate Account in the same proportion that the Cash
Value in each Loan Subaccount bears to the Cash Value in the Loan
Account. The interest earned will also be allocated, as appropriate:
(1) when a new Policy Loan is made; (2) when a Policy Loan is partially
or fully repaid; and (3) when an amount is needed to meet a monthly
deduction.
INTEREST CHARGED. The borrowing rate we charge for Policy Loan interest
will be based on an index. The indexed borrowing rate will never be more
than the maximum loan rate permitted by law. More information on the
borrowing rate is provided below.
General American will inform the Owner of the current borrowing rate
when a Policy Loan is made. General American will also mail the Owner an
advance notice if there is to be a change in the borrowing rate
applicable to any outstanding Indebtedness.
Policy Loan interest is due and payable annually in advance on each
Policy Anniversary. If the Owner does not pay the interest when it is
due, an amount of Cash Value equal to the unpaid interest will be added
to the outstanding Indebtedness as of the due date. (See Effect of
Policy Loans.) The amount of Policy Loan interest which is transferred
to the Loan Account will be deducted from the Divisions of the Separate
Account and from the General Account in the same proportion that the
portion of the Cash Value in each Division and in the General Account,
respectively, bears to the total Cash Value of the Policy minus the Cash
Value in the Loan Account.
We determine the borrowing rate at the beginning of each Policy Year.
The same rate applies to any outstanding Indebtedness and to any new
Policy Loans made during the Policy Year. The borrowing rate determined
by General American for a Policy Year may not exceed a Maximum Limit
which is the greater of:
(a) The Published Monthly Average (defined below) for the calendar
month ending two months before the beginning of the month in which the
Policy Anniversary falls (example: for a Policy with a June Policy
Anniversary, the March Published Average); or
(b) Six Percent (6%).
The Published Monthly Average means:
(i) Moody's Corporate Bond Yield Average-Monthly Average Corporates, as
published by Moody's Investors Service, Inc. or any successor to that
service; or
(ii) If that average is no longer published, as substantially similar
average. established by regulation issued by the insurance supervisory
official of the state in which this Policy is issued.
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If the maximum limit for a Policy Year, as determined in this manner, is
at least 0.5% higher than the rate set for the previous Policy Year,
General American may increase the rate to no more than that limit. If
the maximum limit for a Policy Year is at least 0.5% lower than the rate
set for the previous Policy Year, General American will reduce the rate
to no more than that limit.
EFFECT OF POLICY LOANS. Whether or not a Policy Loan is repaid, it will
permanently affect the Cash Value of a Policy, and may permanently
affect the amount of the death benefit, even if the loan is repaid. The
collateral for the loan (the amount held in the Loan Account) does not
participate in the performance of the Separate Account while the loan is
outstanding. If the Loan Account earnings rate is less than the
investment performance of the selected Division(s), the Cash Value of
the Policy will be lower as a result of the Policy Loan. Conversely, if
the Loan Account earnings rate is higher than the investment performance
of the Division(s), the Cash Value may be higher.
In addition, if the Indebtedness and any unpaid selection and issue
expense charges (See Charges and Deductions-Monthly Deduction.) exceeds
the Cash Value minus the surrender charge on any Monthly Anniversary,
the Policy will lapse, subject to a grace period. (See Payment and
Allocation of Premiums-Policy Lapse and Reinstatement.) A sufficient
payment must be made within the later of the grace period of 62 days
from the Monthly Anniversary immediately before the date the
Indebtedness and any unpaid selection and issue expense charges exceed
the Cash Value less any surrender charges, or 3l days after notice that
a Policy will terminate unless a sufficient payment has been mailed, or
the Policy will lapse and terminate without value. A lapsed Policy,
however, may later be reinstated, subject to certain limitations. (See
Payment and Allocation of Premiums-Policy Lapse and Reinstatement.)
Any outstanding Indebtedness and the accrued interest on those loans
will be deducted from the proceeds payable upon the death of the
Insured, surrender, or the maturity of the Policy.
REPAYMENT OF INDEBTEDNESS. A Policy Loan may be repaid in whole or in
part at any time prior to the death of the Insured and as long as a
Policy is in force. When a loan repayment is made, an amount securing
the Indebtedness in the Loan Account equal to the loan repayment will be
transferred to the Divisions of the Separate Account and the General
Account in the same proportion that Cash Value in each Loan Subaccount
bears to Cash Value in the Loan Account. Amounts paid while a Policy
Loan is outstanding will be treated as premiums unless the Owner
requests in writing that they be treated as repayment of Indebtedness.
Surrender and Partial Withdrawals
At any time during the lifetime of the Insured and while a Policy is in
force, the Owner may surrender the Policy by sending a written request
to the Company. After the first Policy Year, an Owner may make a partial
withdrawal by sending a written request to the Company. The amount
available for surrender is the Cash Surrender Value at the end of the
Valuation Period during which the surrender request is received at the
Company's Home Office. Amounts payable from the Separate Account upon
surrender or a partial withdrawal will ordinarily be paid within seven
days of receipt of the written request. (See General Matters-
Postponement of Payments from the Separate Account.)
SURRENDERS. To effect a surrender, either the Policy itself must be
returned to the Company along with the request or the request must be
accompanied by a completed affidavit of loss, which is available from
the Company. Upon surrender, the Company will pay the Cash Surrender
Value to the Owner in a single sum. The Cash Surrender Value equals the
Cash Value on the date of surrender, less any outstanding Indebtedness,
less any surrender charge (discussed below), and less any unpaid
selection and issue expense charges. The proceeds paid will be increased
by the cash value of any paid-up additions, any unpaid dividends
determined prior to surrender and dividend accumulations, and any
unaccrued interest paid. (See Dividends.) The Company will determine the
Cash Surrender Value as of the date that an Owner's written request is
received at the Company's Home Office. If the request is received on a
Monthly Anniversary, the monthly deduction otherwise deductible will be
included in the amount paid. The Policy will terminate as of the date
of surrender. The Insured must be living at the time of a surrender. A
surrender may have Federal income tax consequences. (See Federal Tax
Matters.)
PARTIAL WITHDRAWALS. After the first Policy Year, an Owner may make up
to one partial withdrawal each Policy Month from the Separate Account,
and up to four partial withdrawals and transfers in any Policy Year from
the General Account. A partial withdrawal may have Federal income tax
consequences. (See Federal Tax Matters.)
The minimum amount of a partial withdrawal request, net of any
applicable surrender charges, is the lesser of (a) $500 from a Division
of the Separate Account, or (b) the Policy's Cash Value in a Division.
The maximum amount that may be withdrawn from a
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Division is the Policy's Cash Value in that Division net of any
applicable surrender charges. The total partial withdrawals and
transfers from the General Account over the Policy Year may not exceed a
maximum amount equal to the greater of 1) $500 or 2) 15% of the
General Account's Cash Surrender Value at the beginning of the current
Policy Year.
The Owner may allocate the amount withdrawn plus any applicable
surrender charges, subject to the above conditions, among the Divisions
of the Separate Account and the General Account. If no allocation is
specified, then the partial withdrawal will be allocated among the
Divisions of the Separate Account and the General Account in the same
proportion that the Policy's Cash Value in each Division and the General
Account bears to the total Cash Value of the Policy, less the Cash Value
in the Loan Account, on the date the request for the partial withdrawal
is received. If the limitations on withdrawals from the General Account
will not permit this proportionate allocation, the Owner will be
requested to provide an alternate allocation. (See The General Account.)
Generally, any surrender charge imposed in connection with a partial
withdrawal will be allocated among the Divisions of the Separate Account
and the General Account in the same proportion as the partial withdrawal
is allocated. An Owner may request, however, that a surrender charge
applicable to an amount withdrawn be paid from the Owner's Cash Value in
another Division. No amount may be withdrawn that would result in there
being insufficient Cash Value to meet any surrender charges that would
be payable immediately following the withdrawal upon the surrender of
the remaining Cash Value.
The death benefit will be affected by a partial withdrawal. If Death
Benefit Option A is in effect and the death benefit equals the Face
Amount, then a partial withdrawal will decrease the Face amount by an
amount equal to the partial withdrawal plus the applicable surrender
charges. If the death benefit is based on a percentage of the Cash
Value, then a partial withdrawal will decrease the Face Amount by an
amount by which the partial withdrawal plus the applicable surrender
charge exceeds the difference between the death benefit and the Face
Amount. If Death Benefit Option B is in effect, the Face Amount will not
change.
The Face Amount remaining in force after a partial withdrawal may not be
less than the minimum Face Amount. Any request for a partial withdrawal
that would reduce the Face Amount below this amount will not be
implemented.
Partial withdrawals may affect the way in which the cost of insurance
charge is calculated and the amount of pure insurance protection
afforded under a Policy. (See Monthly Deduction-Cost of Insurance)
Partial withdrawals will be applied first to reduce the initial Face
Amount and then to each increase in Face Amount in order, starting with
the first increase.
CHARGES ON SURRENDER, PARTIAL WITHDRAWALS AND DECREASES. Surrenders and
partial withdrawals may result in a charge. If a Policy is surrendered,
the charge will be 24% of premiums paid during the first Policy Year up
to the Target Premium for the Policy, as set forth in the Policy. The
amount of the charge remains level over the first five Policy Years and
then gradually decreases to zero (0) at the end of ten Policy Years.
Additional charges will be deducted if the Policy is surrendered
following one or more increase in face Amount. The charge applicable to
each increase will be 24% of the premiums attributed to the increase
which are received within 12 Policy Months of the increase, up to the
Target Premium for that increase.
A charge also will apply to any decrease in Face Amount. A decrease in
Face Amount may decrease some or all of the initial Face Amount and any
increases in Face Amount. As noted above, a partial withdrawal may
cause a decrease in Face Amount is a portion of the charge that would be
deducted upon surrender or lapse. The portion is based on the
relationship between the decrease in Face Amount and the Face Amount
before the decrease. the charge will be allocated among the Divisions
of the Separate Account and the General Account in the same proportion
that the Policy's Cash Value in each Division and the General Account
bears to the total Cash Value of the Policy less the Cash Value in the
Loan Account. Charges are described in more detail under Charges and
Deductions - Contingent Deferred Sales Charge.
General American may reduce the charge for surrenders and partial
withdrawals on policies sold to members of a class of associated
individuals or to a trustee, employer, or other entity representing such
a class, where it is expected that such multiple sales will result in
savings of selling or administrative expenses.
Transfers
Under General American's current practices, a Policy's Cash Value,
except amounts credited to the Loan Account, may be transferred among
the Division of the Separate Account and between the General Account and
the Divisions. Transfers to and from the General Account are subject to
restrictions (see The General Account). Requests for transfers
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from or among Divisions of the Separate Account must be in writing.
Transfers from or among the Divisions of the Separate Account may be
made once each Policy Month, and must be in amounts of at least $500 or,
if smaller, the Policy's Cash Value in a Division. General American
will effectuate transfers and determine all values in connection with
transfers as of the end of the Valuation period during which the
transfer request is received.
All requests received on the same Valuation Day will be considered a
single transfer request. Each transfer must meet the minimum
requirement of $500 or the entire Cash Value in a Division whichever is
smaller. Where a Single transfer request calls for more than one
transfer, and not all of the transfers would meet the minimum
requirements, General American will effectuate those transfers that do
meet the requirements. Transfers resulting from Policy Loans or
exercise of the conversion privilege will not be counted for purposes of
the limitations on the amount or frequency of transfers allowed in each
Policy Month or Policy Year.
Although General American currently intends to continue to permit
transfers for the foreseeable future, the Policy provides that General
American may at any time revoke, modify or limit the transfer privilege,
including the minimum amount transferable. General American may in the
future impose a charge of no more than $25 per transfer request.
PORTFOLIO REBALANCING
Over time, the funds in the General Account and the Divisions of the
Separate Account will accumulate at different rates as a result of
different investment returns. The Owner may direct that from time to
time we automatically restore the balance of your Cash Value in the
General Account and in the Divisions of the Separate Account to the
percentages that you determined in advance. There are two methods of
rebalancing available - periodic and variance.
PERIODIC REBALANCING. Under this option The Owner elects a frequency
(monthly, quarterly, semiannually or annually), measured from the Policy
Anniversary. On each date elected, we will rebalance the funds by
generating fund transfers to reallocate the funds according to the
investment percentages elected.
VARIANCE REBALANCING. Under this option the Owner elects a specific
allocation percentage for the General Account and each Division of the
Separate Account. For each such account, the allocation percentage (if
not zero) must be a whole percentage and must not be less than five
percent (5%). The Owner also elects a maximum variance percentage (5%,
10%, 15%, or 20% only), and can exclude specific funds from being
rebalanced. On each Monthly Anniversary we will review the current fund
balances to determine whether any fund balance is outside of the
variance range (either above or below) as a percentage of the specified
allocation percentage for that fund. If any fund is outside of the
variance range, we will generate transfers to rebalance all of the
specified funds back to the predetermined percentages.
Transfers resulting from portfolio rebalancing will not be counted
against the total number of transfers allowed in a Policy Year before a
charge is applied.
The Owner may elect either form of portfolio rebalancing by specifying
it on the policy application. The Owner may elect it later for an in-
force Policy, or may cancel it, by submitting a change form acceptable
to General American under its administrative rules.
Only one form of portfolio rebalancing may be elected at any one time,
and portfolio rebalancing may not be used in conjunction with dollar
cost averaging (see below).
General American reserves the right to suspend portfolio rebalancing at
any time on any class of Policies on a nondiscriminatory basis, or to
charge an administrative fee for election changes in excess of a
specified number in a Policy Year in accordance with its administrative
rules.
Dollar Cost Averaging
The Owner may direct the Company to transfer amounts on a monthly basis
from the Money Market Fund to any other Division of the Separate
Account. This service is intended to allow the Owner to utilize Dollar
Cost Averaging ("DCA"), a long-term investment technique which provides
for regular, level investments over time. The Company makes no
guarantees that DCA will result in a profit or protect against loss in a
declining market.
The following rules and restrictions apply to DCA transfers:
(1) The minimum DCA transfer amount is $100.
(2) A written election of the DCA service, on a form provided by the
Company, must be completed by the Owner and on file with the Company in
order to begin DCA transfers.
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(3) In the written election of the DCA service, the Owner indicates how
DCA transfers are to be allocated among the Divisions of the Separate
Account. For any Division chosen to receive DCA transfers, the minimum
percentage that may be allocated to a Division is 5% of the DCA transfer
amount, and fractional percentages may not be used.
(4) DCA transfers can only be made from the Money Market Fund, and DCA
transfers will not be allowed to the General Account.
(5) The DCA transfers will not count against the Policy's normal
transfer restrictions. (See Policy Rights -- Transfers.)
(6) The DCA transfer percentages may differ from the allocation
percentages the Owner specifies for the allocation of Net Premiums. (See
Payment and Allocation of Premiums -- Allocation of Net Premiums and
Cash Values.)
(7) Once elected, DCA transfers from the Money Market Fund will be
processed monthly until either the value in the Money Market Fund is
completely depleted or the Owner instructs the Company in writing to
cancel the DCA service.
(8) Transfers as a result of a Policy Loan or repayment, or in exercise
of the conversion privilege, are not subject to the DCA rules and
restrictions. The DCA service terminates at the time the conversion
privilege is exercised, when any outstanding amount in any Division of
the Separate Account is immediately transferred to the General Account.
(See Policy Rights -- Loans, and Policy Rights -- Conversion Privilege.)
(9) DCA transfers will not be made until the Right to Examine Policy
period has expired (See Right to Examine Policy).
The Company reserves the right to assess a processing fee for the DCA
service. The Company reserves the right to discontinue offering DCA upon
30 days' written notice to Owners. However, any such discontinuation
will not affect DCA services already commenced. The Company reserves
the right to impose a minimum total Cash Value, less outstanding
Indebtedness, in order to qualify for DCA service. Also, the Company
reserves the right to change the minimum necessary Cash Value and the
minimum required DCA transfer amount.
Right to Examine Policy
The Owner may cancel a Policy within 20 days after receiving it (30 days
if the Owner is a resident of California and is age 60 or older), within
45 days after the application was signed, or within 10 days of the
Company's mailing a notice of the cancellation right, whichever is
latest. If a Policy is canceled within this time period, a refund will
be paid. Where required by state law, the refund will equal all premiums
paid under the Policy. Where required by state law, General American
will refund an amount equal to the greater of premiums paid or (1) plus
(2) where (1) is the difference between the premiums paid, including any
policy fees or other charges, and the amounts allocated to the Separate
Account under the Policy and (2) is the value of the amounts allocated
to the Separate Account under the Policy on the date the returned Policy
is received by General American or its agent.
To cancel the Policy, the Owner should mail or deliver the Policy to
either General American or the agent who sold it. A refund of premiums
paid by check may be delayed until the Owner's check has cleared the
bank upon which it was drawn. (See General Matters-Postponement of
Payments from the Separate Account.)
A request for an increase in Face Amount (see Policy Benefits-Change in
Face Amount) may also be canceled. The request for cancellation must be
made within the latest of 20 days from the date the Owner receives the
new Policy specifications page for the increase, 45 days after the
application for the increase was signed or 10 days of mailing the notice
of the cancellation right.
Conversion Privilege
During the first twenty-four Policy Months following the issuance of the
Policy, the Owner may in effect convert any Policy still in force to a
guaranteed benefit life insurance policy by instructing the Company to
transfer the Policy's Cash Value in the Separate Account to the General
Account and to allocate all subsequent Net Premiums to the General
Account. A similar conversion privilege is available during the first 24
Policy Months following a requested increase in Face Amount. Upon
exercise of this privilege, the Cash Value in the Separate Account
attributable to the increase will be transferred to the General Account,
and all subsequent Net Premiums attributable to the increase will be
allocated to the General Account.
Transfers made pursuant to this conversion privilege will not affect the
death benefit, Face Amount, net amount at risk, rate class, or Issue Age
under a Policy. No charge will be imposed on any transfers resulting
from the exercise of this conversion privilege, and such transfers will
not count against the limitation on the amount and frequency of
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transfer requests allowed in each Policy Month or Policy Year. (See
Transfers.)
Notwithstanding an exercise of the conversion privilege during the first
twenty-four Policy Months following an increase in Face Amount,
circumstances in effect following the conversion could subject Cash
Value in the General Account to substantial investment risk. For
example, if Cash Value in the Separate Account is high relative to Cash
Value in the General Account, poor investment performance of the
Divisions of the Separate Account to which the Owner has allocated Net
Premium payments could result in a greater likelihood of lapse. If the
Divisions of the Separate Account perform poorly and Cash Value is not
available in the Separate Account to pay monthly deductions, Cash Value
in the General Account could be wholly depleted, and the Policy could
lapse. Because circumstances can alter the expected outcome of an
exercise of the conversion privilege following an increase in Face
Amount, Owners should consult their sales representative or other
competent advisor before deciding whether to exercise the conversion
privilege following an increase in Face Amount.
Payments of Benefits at Maturity
If the Insured is living and the Policy is in force, the Company will
pay the Cash Surrender Value of the Policy on the Maturity Date, plus
the cash value of any paid-up additions, dividends due and dividend
accumulations. An Owner may elect to have amounts payable on the
Maturity Date paid in a single sum or under one of the settlement
options described below. Amounts payable on the Maturity Date ordinarily
will be paid within seven days of that date, although payments may be
postponed under certain circumstances. (See General Matters-
Postponements of Payments from the Separate Account.) A Policy will
mature if and when the Insured reaches Attained Age 95.
PAYMENT AND ALLOCATION OF PREMIUMS
Issuance of a Policy
Individuals wishing to purchase a Policy must complete an application
and submit it to an authorized registered agent of General American or
to General American's Home Office. A Policy will generally be issued to
Insureds of Issue Ages 0 through 80 for the regularly underwritten
contracts, and 20 through 80 for the Pension Policy. General American
may, in its sole discretion, issue Policies to individuals falling
outside of those Issue Ages. Acceptance of an application is subject to
General American's underwriting rules, and General American reserves the
right to reject an application for any reason.
The Issue Date is determined by General American in accordance with its
standard underwriting procedures for variable life insurance policies.
The Issue Date is used to determine Policy Anniversaries, Policy Years,
and Policy Months. Insurance coverages under a Policy will not take
effect until the Policy has been delivered and the initial premium has
been paid prior to the Insured's death and prior to any change in health
as shown in the application.
Premiums
The initial premium is due on the Issue Date, and may be paid to an
authorized registered agent of General American or to General American
at its Home Office. General American currently requires that the initial
premium for a Policy be at least equal to one-twelfth (1/12) of the sum
of the Minimum Premium for the Policy. The Minimum Premium is the amount
specified for each Policy based on the requested initial Face Amount and
the charges under the Policy which vary by Attained Age, rate class, and
sex (except under the Pension Policy or any Policies sold in Montana of
the Insured. (See Charges and Deductions.) For policies issued as a
result of a term conversion from certain General American term policies,
the Company requires the Owner to pay an initial premium, which combined
with conversion credits given, if any, will equal one full Minimum
Premium for the Policy. (See Charges and Deductions.)
Following the initial premium, subject to the limitations described
below, premiums may be paid in any amount and at any interval. Premiums
after the first premium payment must be paid to General American at its
Home Office. An Owner may establish a schedule of planned premiums which
will be billed by the Company at regular intervals. Failure to pay
planned premiums, however, will not itself cause the Policy to lapse.
(See Policy Lapse and Reinstatement.) Premium receipts will be furnished
upon request.
An Owner may make unscheduled premium payments at any time in any
amount, or skip planned premium payments, subject to the minimum and
maximum premium limitations described below.
If a Policy is in the intended Owner's possession, but the initial
premium has not been paid, the Policy is not in force. Under these
circumstances, the intended Owner is deemed to have the Policy for
inspection only.
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PREMIUM LIMITATIONS. Every premium payment must be at least $10. In no
event may the total of all premiums paid in any Policy Year exceed the
current maximum premium limitations for that Policy Year. Maximum
premium limits for the Policy Year will be shown in the Owner's annual
report.
In general, for policies issued with Death Benefit Option A or Death
Benefit Option B, the maximum premium limit for a Policy Year is the
largest amount of premium that can be paid in that Policy Year such that
the sum of the premiums paid under the Policy will not at any time
exceed the guideline premium limitations needed to comply with the tax
definition of life insurance. If at any time a premium is paid which
would result in total premiums exceeding the current maximum premium
limitations, the Company will only accept that portion of the premium
which will make total premiums equal the maximum. Any part of the
premium in excess of that amount will be returned or applied as
otherwise agreed, and no further premiums will be accepted until allowed
under the current maximum premium limitations.
In addition to the foregoing tax definitional limits on premiums, for
purposes of determining whether distributions (including loans) are a
return of income first, the Company monitors the Policy to detect
whether the "seven pay limit" has been exceeded. If the seven pay limit
is exceeded, the Policy becomes a "Modified Endowment". The Company has
adopted administrative steps designed to notify an Owner when it is
believed that a premium payment will cause a Policy to become a Modified
Endowment Contract. The Owner will be given a limited amount of time to
request that the premium be reversed in order to avoid the Policy's
being classified as a Modified Endowment Contract. (See Federal Tax
Matters.)
If the Company receives a premium payment which would cause the death
benefit to increase by an amount that exceeds the Net Premium portion of
the payment, then the Company reserves the right to (1) refuse that
premium payment, or (2) require additional evidence of insurability
before it accepts the premium.
Allocation of Net Premiums and Cash Value
ALLOCATION OF NET PREMIUMS. In the application for a Policy, the Owner
indicates how Net Premiums are to be allocated among the Divisions of
the Separate Account, to the General Account, or both. For each
Division chosen, the minimum percentage that may be allocated to a
Division or the General Account is 5% of the Net Premium, and fractional
percentages may not be used.
The allocation for future Net Premiums may be changed without charge at
any time by providing notice in writing to the Company. Any change in
allocation will take effect immediately upon receipt by the Company of
the written notification. No charge is imposed for changing the
allocations of future Net Premiums. The initial allocation will be
shown on the application which is attached to the Policy.
During the period from the Issue Date to the end of the Right to Examine
Policy period, Net Premiums will automatically be allocated to the
Division that invests in the Money Market Fund of the Capital Company.
(See Right to Examine Policy.) When this period expires, the Policy's
Cash Value in that Division will be transferred to the Divisions of the
Separate Account and to the General Account (if available) in accordance
with the allocation requested in the application for the Policy, or any
allocation instructions received subsequent to receipt of the
application. Net Premiums received after the Right To Examine Policy
period will be allocated according to the allocation instructions most
recently received by the Company unless otherwise instructed for that
particular premium receipt.
The Policy's Cash Value may also be transferred between Divisions of the
Separate Account, and between those Divisions and the General Account.
(See Policy Rights-Transfers.)
The value of amounts allocated to Divisions of the Separate Account will
vary with the investment performance of the chosen Divisions, and the
Owner bears the entire investment risk. This will affect the Policy's
Cash Value, and may affect the death benefit as well. Owners should
periodically review their allocations of Net Premiums and the Policy's
Cash Value in light of market conditions and their overall financial
planning requirements.
Policy Lapse and Reinstatement
LAPSE. Unlike conventional whole life insurance policies, the failure
to make a premium payment following the initial premium will not itself
cause a Policy to lapse. Lapse will occur when the Cash Surrender Value
is insufficient to cover the monthly deduction, and a grace period
expires without a sufficient payment being made.
The grace period, which is 62 days, begins on the Monthly Anniversary on
which the Cash Surrender Value becomes insufficient to meet the next
monthly deduction. The Company will notify the Owner that Cash Surrender
Value is insufficient to cover the monthly deduction at the beginning of
the grace period by mail addressed to the last known address
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on file with the Company. The notice to the Owner will indicate the
amount of additional premium that must be paid to keep the Policy in
force. The amount of the premium required to keep the Policy in force
will be the amount required to cover the outstanding monthly deductions
and premium expense charges. (See Charges and Deductions-Monthly
Deduction.) If the Company does not receive the required amount during
the grace period, the Policy will lapse and terminate without Cash
Value.
At the time of lapse, any remaining dividend accumulations and the cash
value of paid-up additions will be paid to the Owner. (See Dividends,
and General Matters-Additional Insurance Benefits.) If the Insured dies
during the grace period, any overdue monthly deductions will be deducted
from the death benefit otherwise payable.
REINSTATEMENT. The Owner may reinstate a lapsed Policy by written
application any time within five years after the date of lapse and
before the Maturity Date. Reinstatement is subject to the following
conditions:
(l) Evidence of the insurability of the Insured satisfactory to the
Company (including evidence of insurability of any person covered by a
rider to reinstate the rider).
(2) Payment of a premium that, after the deduction of premium expense
charges, is large enough to cover: (a) the monthly deductions due at the
time of lapse, and (b) two times the monthly deduction due at the time
of reinstatement.
(3) Payment or reinstatement of any Indebtedness. Any Indebtedness
reinstated will cause a Cash Value of an equal amount also to be
reinstated. Any loan paid at the time of reinstatement will cause an
increase in Cash Value equal to the amount to be reinstated.
(4) The Policy cannot be reinstated if it has been surrendered.
The amount of Cash Value on the date of reinstatement will be equal to
the amount of any Policy Loan reinstated, increased by the Net Premiums
paid at reinstatement, any Policy Loans paid at the time of
reinstatement, and the amount of any surrender charges paid at the time
of lapse to the extent of the Face Amount reinstated. The Insured must
be alive on the date the Company approves the application for
reinstatement. If the Insured is not then alive, such approval is void
and of no effect.
The effective date of reinstatement is the date the Company approves the
application for reinstatement. There will be a full monthly deduction
for the Policy Month which includes that date. (See Charges and
Deductions-Monthly Deduction.)
The surrender charges in effect at the time of reinstatement will equal
the surrender charges in effect at the time of lapse. If only a portion
of the total Face Amount is reinstated, then only the applicable portion
of the surrender charges will be reinstated. If only a portion of the
total Face Amount is reinstated, the Cash Value following reinstatement
will be increased by the applicable portion of the surrender charges
imposed at the time of lapse. (See Charges and Deductions-Contingent
Deferred Sales Charge.)
CHARGES AND DEDUCTIONS
Charges will be deducted in connection with the Policy to compensate the
Company for providing the insurance benefits set forth in the Policies
and any additional benefits added by rider, administering the Policies,
incurring expenses in distributing the Policies, and assuming certain
risks in connection with the Policy.
Premium Expense Charges
Prior to allocation of Net Premiums, premium payments will be reduced by
premium expense charges consisting of a sales charge and a charge for
premium taxes. The premium payment less the premium expense charge
equals the Net Premium.
SALES CHARGE. A sales charge equal to 6% of the premium paid will be
deducted from each premium to partially compensate the Company for
expenses incurred in distributing the Policy and any additional benefits
provided by rider. These expenses include agent sales commissions, the
cost of printing prospectuses and sales literature, and any advertising
costs. Where Policies are issued to Insureds with higher mortality risks
or to Insureds who have selected additional insurance benefits, a
portion of the amount deducted for sales charge is used to pay
distribution expenses and other costs associated with these additional
coverages.
To the extent that sales expenses are not recovered from the 6% sales
charge and the surrender charge, those expenses may be recovered from
other sources, including the mortality and expense risk charge described
on page 23.
PREMIUM TAXES. Various states and subdivisions impose a tax on premiums
received by insurance companies. Premium taxes vary from state to state.
A deduction of 2% of the premium is made from each premium payment for
these taxes. The deduction
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represents an amount the Company considers necessary to pay the premium
taxes imposed by the states and any subdivisions thereof.
Monthly Deduction
Charges will be deducted monthly from the Cash Value of each Policy
("the monthly deduction") to compensate the Company for (a) certain
administrative costs; (b) insurance underwriting and acquisition
expenses in connection with issuing a Policy; (c) the cost of insurance;
and (d) the cost of optional benefits added by rider. The monthly
deduction will be taken on the Investment Start Date and on each Monthly
Anniversary. It will be allocated among the General Account and each
Division of the Separate Account in the same proportion that a Policy's
Cash Value in the General Account and the Policy's Cash Value in each
Division bear to the total Cash Value of the Policy, less the Cash Value
in the Loan Account, on the date the deduction is taken. Because
portions of the monthly deduction, such as the cost of insurance, can
vary from month to month, the monthly deduction itself can vary in
amount from month to month.
MONTHLY ADMINISTRATIVE CHARGE. The Company has responsibility for the
administration of the Policies and the Separate Account. Administrative
expenses include premium billing and collection; recordkeeping;
processing death benefit claims; cash surrenders; partial withdrawals;
Policy changes, tax reporting and overhead costs; processing
applications; and establishing Policy records. As reimbursement for
administrative expenses related to the maintenance of each Policy and
the Separate Account, the Company assesses a monthly administration
charge from each Policy. This charge is $10 per month of the Standard
Policy and $12 per month for the Pension Policy during the first 12
Policy Months, and $4 (Standard) and $6 (Pension) per month thereafter.
These charges are guaranteed not to increase while the Policy is in
force. The Company does not anticipate that it will make any profit on
the monthly administrative charge.
The Company may administer the Policy itself, or the Company may
purchase administrative services from such sources (including
affiliates) as may be available. Such services will be acquired on a
basis which, in the Company's sole discretion, affords the best services
at the lowest cost. The Company reserves the right to select a company
to provide services which the Company deems, in its sole discretion, is
the best able to perform such services in a satisfactory manner even
though the costs for such services may be higher than would prevail
elsewhere.
SELECTION AND ISSUE EXPENSE CHARGE. An additional administrative charge
will be deducted from Cash Value as part of the monthly deduction during
the first 12 Policy Months and for the first 12 Policy Months following
an increase in the Face Amount The charge will compensate the Company
for issuance, underwriting, processing, and start-up expenses. These
expenses include the cost of processing applications, conducting medical
examinations, and determining insurability and the Insured's rate class.
The charge is $0.08 per month multiplied by the Face Amount divided by
1,000, and the Company does not anticipate that it will result in any
profit. The selection and issue expense charge is guaranteed not to
increase over the life of the Policy.
The selection and issue expense charge is not imposed after the first
Policy Year, except that the charge is imposed with respect to an
increase in Face Amount for the first 12 Policy Months following the
effective date of the increase. If a decrease in Face Amount occurs
during the first Policy Year or first 12 months following the effective
date of an increase, the charge will no longer be taken to the extent of
the decrease. The selection and issue charge is not imposed in
connection with a change from Death Benefit Option B to Death Benefit
Option A unless such change is simultaneous with a separately requested
increase in Face Amount. The full charge will be imposed even if a
Policy is surrendered during the first 12 Policy Months or the first 12
Policy Months following an increase in Face Amount.
COST OF INSURANCE. The cost of insurance is deducted on each Monthly
Anniversary for the following Policy Month. Because the cost of
insurance depends upon a number of variables, the cost will vary for
each Policy Month. The cost of insurance is determined separately for
the initial Face Amount and for any subsequent increases in Face Amount.
The Company will determine the monthly cost of insurance charge by
multiplying the applicable cost of insurance rate or rates by the net
amount at risk for each Policy Month.
The cost of insurance rates are determined at the beginning of each
Policy Year for the initial Face Amount and each increase in Face
Amount. The rates will be based on the Attained Age, rate class, and sex
(except under the Pension Policy or any Policies sold in Montana. See
Unisex Requirements Under the Pension Policies and Montana Law ) of the
Insured at issue or the date of an increase in Face Amount. The cost of
insurance rates generally increase as the Insured's Attained Age
increases. The rate class of an Insured also will affect the cost of
insurance rate. The Company currently places Insureds into a preferred
rate class, a standard rate class, or into rate classes
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involving a higher mortality risk. In an otherwise identical Policy,
Insureds in the preferred rate class will have a lower cost of insurance
than those in a rate class involving higher mortality risk. Each rate
class is also divided into two categories: smokers and nonsmokers.
Nonsmoker Insureds will generally incur a lower cost of insurance than
similarly situated Insureds who smoke. (Insureds under Attained Age 20
are automatically assigned to the smoker rate class.) For the initial
Face Amount, the Company will use the rate class on the Issue Date. For
each increase in Face Amount, other than one caused by a change in the
death benefit option, the Company will use the rate class applicable to
that increase. If the death benefit equals a percentage of Cash Value,
an increase in Cash Value will cause an automatic increase in the death
benefit. The rate class for such increase will be the same as that used
for the most recent increase that required proof of insurability.
Actual cost of insurance rates may change, and the actual monthly cost
of insurance rates will be determined by the Company based on its
expectations as to future mortality experience. However, the actual cost
of insurance rates will not be greater than the guaranteed cost of
insurance rates set forth in the Policy. These guaranteed rates are
based on the 1980 Commissioners Standard Ordinary Mortality Tables. Any
change in the cost of insurance rates will apply to all persons of the
same Attached Age, rate class, and sex (except under the Pension Policy
and any Policies sold in Montana. See Unisex Requirements Under Pension
Policies and Montana Law) whose initial Face Amounts or increases in
Face Amount have been in force for the same length of time.
The net amount at risk for a Policy Month is (a) the death benefit at
the beginning of the Policy Month divided by 1.0040741 (which reduces
the net amount at risk, solely for purposes of computing the cost of
insurance, by taking into account assumed monthly earnings at an annual
rate of 5%), less (b) the Cash Value at the beginning of the Policy
Month.
The net amount at risk for a Policy Month is (a) the death benefit at
the beginning of the Policy Month divided by 1.0040741 which reduces the
net amount at risk, solely for purposes of computing the cost of
insurance, by taking into account assumed monthly earnings at an annual
rate of 5.0%), less (b) the Cash Value at the beginning of the Policy
Month. If there is an increase in Face Amount, a net amount at risk
will be calculated separately for the initial Face Amount, and for each
increase in Face Amount. If Death Benefit Option A is in effect, for
purposes of determining the net amounts at risk for the initial Face
Amount and for each increase in Face Amount, Cash Value will first be
considered a part of the initial Face Amount. If the Cash Value is
greater than the initial Face Amount, the excess Cash Value will then be
considered a part of each increase in order, starting with the first
increase. If Death Benefit Option B is in effect, the net amount at
risk will be determined separately for the initial Face Amount and for
each increase in Face Amount. In calculating the cost of insurance
charges, the cost of insurance rate for a Face Amount is applied to the
net amount at risk for that Face Amount.
Partial withdrawals and decreases in Face Amount will affect the manner
in which the net amount at risk for each rate class is calculated. (See
Policy Benefits-Death Benefit, and Policy Rights-Surrender and Partial
Withdrawals.)
Additional Insurance Benefits. The monthly deduction will include
charges for any additional benefits provided by rider. (See General
Matters-Additional Insurance Benefits.)
Contingent Deferred Sales Charge ("CDSC")
During the first ten years after the Issue Date or the effective date of
a Face Amount increase, the Company will impose a CDSC upon surrender or
lapse of the Policy, a requested decrease in Face Amount, or a partial
withdrawal that causes the Face Amount to decrease. The amount of the
charge assessed will depend on a number of factors, including whether
the event is a full surrender or lapse or only a decrease in Face
Amount, the amount of premiums received by the Company, and the Policy
Year in which the surrender or other event takes place.
The Company will assess an additional charge upon a surrender, partial
withdrawal, or requested decrease in Face Amount following each increase
in Face Amount. The additional charge will apply for the first ten
Policy Years following the effective date of the increase in Face Amount
and will depend on factors similar to those affecting the amount of the
basic surrender charge.
The Contingent Deferred Sales Charge compensates the Company for
expenses relating to the distribution of the Policy, including agents'
commissions, advertising, and the printing of the Prospectus and sales
literature.
CALCULATION OF CHARGE. The Contingent Deferred Sales Charge is
calculated separately for the initial Face Amount and for any increase
in Face Amount. Assuming no increases in Face Amount have yet become
effective, if a Policy is surrendered, the charge will be 24% of
premiums paid during the first Policy Year up to the Target Premium
(described on
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page 22). The amount of the charge remains level over the first five
Policy Years and then gradually decreases to zero (0) at the end of 10
policy years (see table on page 22). If an increase in Face Amount has
gone into effect and the Policy is surrendered within 12 Policy Months
after the effective date of increase, the additional charge associated
with the increase will equal 24% of the lesser of premiums attributed to
the increase which are received within l2 Policy Months of the increase,
and the Target Premium for the increase. The charge applicable to an
increase in Face Amount remains level for the first five Policy Years
that the increase is in effect. Thereafter, in each case, the charge is
reduced by a percentage factor until it becomes zero at the end of ten
years, as shown in the table below.
The timing of premium payments may affect the amount of the Contingent
Deferred Sales Charge under a Policy, as the charge is based only on
premiums actually paid in the first Policy Year or in the first l2
Policy months after an increase in Face Amount.
<TABLE>
CONTINGENT DEFERRED SALES CHARGE PERCENTAGE TABLE
<CAPTION>
IF SURRENDER OR LAPSE THE FOLLOWING PERCENTAGE
OCCURS IN THE LAST MONTH OF THE SURRENDER CHARGE
OF POLICY YEAR:<F*> WILL BE PAYABLE:<F**>
<S> <C>
1 through 5 100%
6 80%
7 60%
8 40%
9 20%
10 and later 0%
<FN>
<F*>For requested increases, years are measured from the effective date
of the increase.
<F**>In addition, the percentages reduce equally for each Policy Month
during the years shown. For example, during the seventh year, the
percentage reduces equally each month from 80% at the end of the sixth
Year to 60% at the end of the seventh Year.
</TABLE>
The Target Premium depends upon the Insured's Attained Age (on the Issue
Date or on the effective date of a requested increase), and sex (except
under the Pension Policy and any Policies sold in Montana; see Unisex
Requirements Under the Pension Policies and Montana Law). The Target
Premium will be fixed and determined on the Issue Date or the effective
date of any requested increase in Face Amount. The Target Premium for
the initial Face Amount or a requested increase in Face Amount is
determined by multiplying (a) the applicable factor per $1,000 of Face
Amount from Appendix B (using the Insured's Attained Age on the Issue
Date or on the effective date of an increase), by (b) the initial Face
Amount or the Face Amount of the increase, and dividing the result by
1,000.
Because additional premium payments are not required to fund a requested
increase in Face Amount, a special rule applies to determine the amount
of "premiums attributable to the increase." In general, the premiums
attributable to the increase will equal the sum of a proportionate share
of the Cash Value on the effective date of the increase, before any
deductions are made, plus a proportionate share of premium payments
actually made on or after the effective date of the increase. This means
that, in effect, in calculating the amount of the Contingent Deferred
Sales Charge a portion of the existing Cash Value will be deemed to be a
premium payment for the increase, and subsequent premium payments will
be prorated. The proportion of existing Cash Value and subsequent
premium payments attributable to the increase will equal the ratio of
the Target Premium for the requested increase to the sum of the Target
Premiums for the total Face Amount in effect under the Policy, including
the Target Premium for the requested increase. See Appendix B for a
table of Target Premiums.
CHARGE ASSESSED UPON DECREASES. Assuming there has been no prior
requested increase in Face Amount, the amount of the Contingent Deferred
Sales Charge deducted upon a decrease in Face Amount will equal a
fraction of the charge that would be deducted if the Policy were
surrendered at that time. The fraction will be determined by dividing
the amount of the decrease by the Policy's Face amount before the
decrease and multiplying the result by the charge.
If there has been a prior increase in Face Amount, the amount of the
charge will depend on whether the initial Face Amount or subsequent
increases in Face Amounts are being decreased, which in turn will depend
on whether the decrease arises from a partial withdrawal or a requested
decrease in Face Amount. (See Policy Benefits-Death Benefit-Change in
Face Amount and Policy Rights-Surrender and Partial Withdrawals.) The
charge deducted will equal the proportionate amount of the Contingent
Deferred Sales Charge for each portion of the Face Amount being
decreased, based on the relationship of the decrease to the applicable
portions of the Face Amount.
<PAGE>
REDUCTION OF CHARGES. The Policy is available for purchase by
individuals, corporations, and other institutions. For certain
individuals and certain corporate or other group or sponsored
arrangements purchasing one or more Policies, General American may waive
or reduce the amount of the Contingent Deferred Sales Charge, Selection
and Issue Expense
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Charge, monthly administrative charge, or other charges where the
expenses associated with the sale of the Policy or Policies or the
underwriting or other administrative costs associated with the Policy or
Policies are reduced.
Sales, underwriting, or other administrative expenses may be reduced for
reasons such as expected economies resulting from a corporate purchase
or a group or sponsored arrangement; from the amount of the initial
premium payment or payments; from the amount of projected premium
payments; or from lower Target Premiums. General American will determine
in its discretion if, and in what amount, a reduction is appropriate.
The Company may modify its criteria for qualification for reduction of
charges as experience is gained, subject to the limitation that such
reductions will not be unfairly discriminatory against the interests of
any Owner.
Separate Account Charges
MORTALITY AND EXPENSE RISK CHARGE. General American will deduct a daily
charge from the Separate Account at the rate of .002319% of the average
net assets of each Division of the Separate Account; which equals an
effective annual rate of .85% of those net assets. This deduction is
guaranteed not to increase while the Policy is in effect. General
American may realize a profit from this charge.
The mortality risk assumed by General American is that Insureds may die
sooner than anticipated and that therefore General American will pay an
aggregate amount of death benefits greater than anticipated. The expense
risk assumed is that expenses incurred in issuing and administering the
Policy will exceed the amounts realized from the administrative charges
assessed against the Policy.
FUND EXPENSES. The value of the net assets of the Separate Account will
reflect the investment advisory fee and other expenses incurred by the
underlying investment companies. See the prospectuses for the
respective Funds for a description of investment advisory fees and other
expenses incurred by the Capital Company, Russell, VIP, VIP II, and Van
Eck.
No charges are currently made to the Separate Account for Federal,
state, or local taxes that the Company incurs which may be attributable
to such Separate Account or to the Policy. The Company may make a
charge for any taxes or economic burden resulting from the application
of the tax laws that it determines to be properly attributable to the
Separate Account or to the Policy. (See Federal Tax Matters.)
DIVIDENDS
The Policy is a participating policy which is entitled to a share, if
any, of the divisible surplus of the Company as determined each year and
apportioned to it. This surplus will be distributed as a dividend
payable annually on the January Monthly Anniversary.
Dividends under participating policies may be described as refunds of
premiums which adjust the cost of a policy to the actual level of cost
emerging over time after the issue of the Policies. Both Federal and
state law recognize that dividends are generally considered to be a
refund of a portion of the premium paid and therefore are not treated as
income for Federal or state income tax purposes. However, depending on
the dividend payment option chosen (see below), dividends may have tax
consequences to Owners. Counsel or other competent tax advisors should
be consulted for more complete information.
Dividend illustrations published at the time of issue of a Policy
reflect the actual recent experience of the issuing insurance company
with respect to factors such as interest, mortality, and expenses. State
law generally prohibits a company from projecting or estimating future
results. State law also requires that dividends must be based on
surplus, after setting aside certain necessary amounts, and that such
surplus must be apportioned equitably among participating policies. In
other words, in principle and by statute, dividends must be based on
actual experience and cannot be guaranteed at issue of a Policy.
Each year the Company's actuary analyzes the current and recent past
experience and compares it to the assumptions used in determining the
premium rates at the time of issue. Some of the more important data
studied includes mortality and lapse rates, investment yield in the
General Account, and actual expenses incurred in administering the
Policy. Such data is then allocated to each dividend class, e.g., by
year of issue, age and plan. The actuary then determines what dividends
can be equitably apportioned to each Policy class and makes a
recommendation to the Company's Board of Directors ("the Board"). The
Board, which has the ultimate authority to declare dividends, will vote
the amount of surplus to be apportioned to each Policy class, thereby
authorizing the distribution of the annual dividend.
An Owner may choose one of the following dividend options within 31 days
after a dividend is credited. Dividends will be credited under the
chosen option until the Owner changes it. If the Owner does not choose
an option, the Company will credit the
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dividend under Option B until such time as the Owner requests in writing
a different option.
OPTION A: CASH. The amount of the dividend will be paid in cash.
OPTION B: INCREASE CASH VALUE. The amount of the dividend will be added
to the Policy's Cash Value on the date of the dividend payment. The Cash
Value will increase by the amount of the dividend. The dividend will be
allocated to the General Account and the Divisions of the Separate
Account according to the current allocation of the Net Premium.
OPTION C: PAID-UP ADDITIONS. The dividend will be used to buy level
paid-up insurance (additional insurance benefits). The Owner may
surrender paid-up additions for their cash value at any time. The cash
value of paid-up additions is the net single premium for such paid-up
additions at the Attained Age of the Insured. This cash value does not
depend on the investment performance of the Separate Account and will
not be less than the dividends used to purchase such paid-up additions.
Paid-up additions, if any, will be paid as part of the death benefit
proceeds, as well as upon lapse (PAGE 23), surrender (PAGE 17), or
Policy maturity (PAGE 20).
OPTION D: DIVIDEND ACCUMULATIONS. The amount of the dividend will be
left with General American to accumulate at interest. The interest rate
will be determined by General American from time to time. This rate will
never be less than 2.5% a year, compounded annually. General American
will credit interest for full Policy Years only. The Owner may elect to
use dividend accumulations to pay premiums automatically whenever the
Policy's Cash Value is insufficient to pay the monthly deduction. This
election may be made in the application for a Policy or by written
request. The Owner may also withdraw the entire amount or any part of it
in cash at any time, by making a proper written request. Dividend
accumulations, if any, will be paid as part of the death benefit
proceeds, as well as upon lapse, surrender, or Policy maturity.
THE GENERAL ACCOUNT
Because of exemptive and exclusionary provisions, interests in the
General Account have not been registered under the Securities Act of
1933, and the General Account has not been registered as an investment
company under the 1940 Act. Accordingly, neither the General Account nor
any interests therein are subject to the provisions of these Acts and,
as a result, the staff of the SEC has not reviewed the disclosure in
this Prospectus relating to the General Account. The disclosure
regarding the General Account may, however, be subject to certain
generally applicable provisions of the Federal securities laws relating
to the accuracy and completeness of statements made in prospectuses.
General Description
The General Account consists of all assets owned by General American
other than those in the Separate Account and other separate accounts.
Subject to applicable law, General American has sole discretion over the
investment of the assets of the General Account.
An Owner may elect to allocate Net Premiums to the General Account, the
Separate Account, or both. The Owner may also transfer Cash Value from
the Divisions of the Separate Account to the General Account, or from
the General Account to the Divisions of the Separate Account. The
allocation or transfer of funds to the General Account does not entitle
an Owner to share in the investment experience of the General Account.
Instead, General American guarantees that Cash Value in the General
Account will accrue interest at a rate of at least 5%, compounded
annually, independent of the actual investment experience of the General
Account.
The Loan Account is part of the General Account.
The Policy
This Prospectus describes a flexible premium variable life insurance
policy. This Prospectus is generally intended to serve as a disclosure
document only for the aspects of the Policy relating to the Separate
Account. For complete details regarding the General Account, see the
Policy itself.
General Account Benefits
If the Owner allocates all Net Premiums only to the General Account and
makes no transfers, partial withdrawals, or Policy Loans, the entire
investment risk will be borne by General American, and General American
guarantees that it will pay at least a minimum specified death benefit.
The Owner may select either death benefit Option A or Death Benefit
Option B under the Policy and may change the Policy's Face Amount
subject to satisfactory evidence of insurability.
General Account Cash Value
Net Premiums allocated to the General Account are credited to the Cash
Value. General American bears the full investment risk for these amounts
and guarantees that interest will be credited to each Owner's Cash Value
in the General Account at a rate of not less than 5% per year,
compounded annually.
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General American may, AT ITS SOLE DISCRETION, credit a higher rate of
interest, although it is not obligated to credit interest in excess of
5% per year, and might not do so. ANY INTEREST CREDITED ON THE POLICY'S
CASH VALUE IN THE GENERAL ACCOUNT IN EXCESS OF THE GUARANTEED MINIMUM
RATE OF 5% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF GENERAL
AMERICAN. THE POLICY OWNER ASSUMES THE RISK THAT INTEREST CREDITED MAY
NOT EXCEED THE GUARANTEED MINIMUM RATE OF 5% PER YEAR. If excess
interest is credited, a different rate of interest may be applied to the
Cash Value in the Loan Account. The value in the General Account will be
calculated on each Monthly Anniversary of the Policy.
General American guarantees that, on each Valuation Date, the Cash Value
in the General Account will be the amount of the Net Premiums allocated
or Cash Value transferred to the General Account, plus interest at the
rate of 5% per year, plus any excess interest which General American
credits and any amounts transferred into the General Account, less the
sum of all Policy charges allocable to the General Account and any
amounts deducted from the General Account in connection with partial
withdrawals, surrender charges or transfers to the Separate Account.
Transfers, Surrenders, Partial Withdrawals
and Policy Loans
After the first Policy Year and prior to the Maturity Date, a portion of
Cash Value may be withdrawn from the General Account or transferred from
the General Account to the Separate Account. A maximum total of four
partial withdrawals and transfers from the General Account is permitted
in a Policy Year. A partial withdrawal, net of any applicable surrender
charges, and any transfer must be at least $500 or, the Policy's entire
Cash Value in the General Account if less than $500. No amount may be
withdrawn from the General Account that would result in there being
insufficient Cash Value to meet any surrender charges that would be
payable immediately following the withdrawal upon the surrender of the
remaining Cash Value of the Policy. The total amount of transfers and
withdrawals in a Policy Year cannot exceed 15% of a Policy's Cash Value
in the General Account at the beginning of the Policy Year (net of any
applicable surrender charge) (not to exceed the total Cash Surrender
Value of the Policy).
Policy loans may also be made from the Policy's Cash Value in the
General Account.
Loans and withdrawals from the General Account may have Federal income
tax consequences. (See Federal Tax Matters.)
No transfer charge currently is imposed on transfers to and from the
General Account. However, such a charge may be imposed in the future.
General American may revoke or modify the privilege of transferring
amounts from the General Account at any time. Partial withdrawals will
result in the imposition of the applicable surrender charges.
Transfers, surrenders, and partial withdrawals payable from the General
Account and the payment of Policy Loans allocated to the General Account
may, subject to certain restrictions, be delayed for up to six months.
However, if payment is deferred for 30 days or more, General American
will pay interest at the rate of 2.5% per year for the period of the
deferment.
GENERAL MATTERS
Postponement of Payments from the
Separate Account
The Company usually pays amounts payable on partial withdrawal,
surrender, or Policy Loans allocated to the Separate Account Divisions
within seven days after written notice is received. Payment of any
amount payable from the Divisions of the Separate Account upon
surrender, partial withdrawals, death of Insured, or the Maturity Date,
as well as payments of a Policy Loan and transfers, may be postponed
whenever: (i) the New York Exchange is closed (other than customary
weekend and holiday closings) or trading on the New York Stock Exchange
is restricted as determined by the SEC; (ii) the SEC by order permits
postponement for the protection of Owners; or (iii) an emergency exists,
as determined by the SEC, as a result of which disposal of securities is
not reasonably practicable or it is not reasonably practicable to
determine the value of the Separate Account's net assets. The Company
may defer payment of the portion of any Policy Loan from the General
Account for not more than six months.
Payments under the Policy of any amounts derived from premiums paid by
check may be delayed until as the check has cleared the bank upon which
it is drawn.
The Contract
The Policy, the attached application, any riders, endorsements, any
application for an increase in Face Amount, and any application for
reinstatement
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constitute the entire contract. All statements made by the Insured in
the application and any supplemental applications can be used to contest
a claim or the validity of the Policy. Any change to the Policy must be
in writing and approved by the President, a Vice President, or the
Secretary of the Company. No agent has the authority to alter or modify
any of the terms, conditions, or agreements of the Policy or to waive
any of its provisions.
Control of Policy
The Insured is the Owner of the Policy unless another person is shown as
the Owner in the application. Ownership may be changed, however, as
described below. The Owner is entitled to all rights provided by the
Policy, prior to its Maturity Date. Any person whose rights of ownership
depend upon some future event does not possess any present rights of
ownership. If there is more than one Owner at a given time, all Owners
must exercise the rights of ownership. If the Owner dies, and the Owner
is not the Insured, the Owner's interest in the Policy becomes the
property of his or her estate unless otherwise provided. Unless
otherwise provided, the Policy is jointly owned by all Owners named in
the Policy or by the survivors of those joint Owners. Unless otherwise
stated in the Policy, the final Owner is the estate of the last joint
Owner to die. The Company may rely on the written request of any
trustee of a trust which is the Owner of the Policy, and the Company is
not responsible for the proper administration of any such trust.
Beneficiary
The Beneficiary(ies) is (are) the person(s) specified in the application
or by later designation. Unless otherwise stated in the Policy, the
Beneficiary has no rights in a Policy before the death of the Insured.
If there is more than one Beneficiary at the death of the Insured, each
Beneficiary will receive equal payments unless otherwise provided by the
Owner. Under the Standard Policy, if no Beneficiary is living at the
death of the Insured, the proceeds will be payable to the Owner or, if
the Owner is not living, to the Owner's estate. Under the Pension
Policy, if no Beneficiary is living at the death of the Insured, the
proceeds will be payable to the Insured's estate.
The Company permits the designation of various types of trusts as
Beneficiary(ies), including trusts for minor beneficiaries, trusts under
a will, and trusts under a separate written agreement. An Owner is also
permitted to designate several types of beneficiaries, including
business beneficiaries.
Change of Owner or Beneficiary
The Owner may change the ownership and Beneficiary designation by
written request in a form acceptable to the Company at any time during
the Insured's lifetime subject to any restrictions stated in the Policy
and this Prospectus. The Company may require that the Policy be returned
for endorsement of any change. If acceptable to us, the change will take
effect as of the date the request is signed, whether or not the Insured
is living when the request is received at the Company's Home Office. The
Company is not liable for any payment made or action taken before the
Company received the written request for change. If the Owner is also a
Beneficiary of the Policy at the time of the Insured's death, the Owner
may, within sixty days of the Insured's death, designate another person
to receive the Policy Proceeds. Any change will be subject to any
assignment of the Policy or any other legal restrictions.
Policy Changes
The Company reserves the right to limit the number of changes to a
Policy to one per Policy Year and to restrict changes in the first
Policy Year. Currently, only one change is permitted during any Policy
Year and no change may be made during the first Policy Year. For this
purpose, changes include increases or decreases in Face Amount and
changes in the death benefit option. No change will be permitted if, as
a result, the Policy would fail to satisfy the definition of life
insurance in section 7702 of the Internal Revenue Code or any applicable
successor provision.
Conformity with Statutes
If any provision in a Policy is in conflict with the laws of the state
governing the Policy, the provision will be deemed to be amended to
conform to such laws. In addition, the Company reserves the right to
change the Policy if it determines that a change is necessary to cause
this Policy to comply with, or give the Owner the benefit of, any
Federal or state statute, rule, or regulation, including, but not
limited to requirements of the Internal Revenue Code, or its regulations
or published rulings.
Claims of Creditors
To the extent permitted by law, neither the Policy nor any payment under
it will be subject to the claims of creditors or to any legal process.
Incontestability
The Policy is incontestable after it has been in force for two years
from the Issue Date during the lifetime of the Insured. An increase in
Face Amount and an
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addition of a rider after the Issue Date are incontestable after such
increase or addition has been in force for two years from its effective
date during the lifetime of the Insured. Any reinstatement of a Policy
is incontestable, only after it has been in force during the lifetime of
the Insured for two years after the effective date of the reinstatement.
Assignment
The Company will be bound by an assignment of a Policy only if: (a) the
assignment is in writing; (b) the original assignment instrument or a
certified copy thereof is filed with the Company at its Home Office; and
(c) the Company returns an acknowledged copy of the assignment
instrument to the Owner. The Company is not responsible for determining
the validity of any assignment. Payment of Policy Proceeds is subject to
the rights of any assignee of record. If a claim is based on an
assignment, the Company may require proof of the interest of the
claimant. A valid assignment will take precedence over the claim of any
Beneficiary.
Suicide
Suicide within two years of the Issue Date is not covered by the Policy.
If the Insured dies by suicide, while sane or insane, within two years
from the Issue Date (or within the maximum period permitted by the laws
of the state in which the Policy was delivered, if less than two years),
the amount payable will be limited to premiums paid, less any partial
withdrawals and any outstanding Indebtedness. Subject to certain
limitations, if the Insured dies by suicide, while sane or insane,
within two years after the effective date of any increase in Face
Amount, the death benefit for that increase will be limited to the
amount of the monthly deductions for the increase.
If the Insured is a Missouri citizen when the Policy is issued, this
provision does not apply on the Issue Date of the Policy, or on the
effective date of any increase in Face Amount, unless the Insured
intended suicide when the Policy, or the increase in Face Amount, was
applied for.
Misstatement of Age or Sex and Corrections
If the age or sex (except under the Pension Policy or any Policies sold
in Montana, as discussed in Unisex Requirements Under the Pension
Policies and Montana Law) of the Insured has been misstated in the
application, the amount of the death benefit will be that which the most
recent cost of insurance charge would have purchased for the correct age
and sex.
Any payment or Policy changes made by the Company in good faith, relying
on its records or evidence supplied with respect to such payment, will
fully discharge the Company's duty. The Company reserves the right to
correct any errors in the Policy.
Change in Rate Class
Sixty days prior to the Policy Anniversary on which the Insured attains
age 20, a letter will be sent to the Owner notifying the Owner of the
opportunity to apply for a change in the Insured's Rate Class from
Smoker to Non-Smoker. If the Owner does not apply for a Rate Class
change, the Rate Class will remain Smoker.
Additional Insurance Benefits
Subject to certain requirements, one or more of the following additional
insurance benefits may be added to a Policy by rider. The descriptions
below are intended to be general; the terms of the Policy riders
providing the additional benefits may vary from state to state, and the
Policy should be consulted. Many, but not all, of these additional
insurance benefits require additional charges. The cost of any
additional insurance benefits which require additional charges will be
deducted as part of the monthly deduction from the Policy's Cash Value.
(See Charges and Deductions-Monthly Deduction.) Certain restrictions may
apply and are described in the applicable rider. An insurance agent
authorized to sell the Policy can describe these extra benefits further.
Samples of the provisions are available from General American upon
written request.
WAIVER OF MONTHLY DEDUCTIONS RIDER. Provides for the waiver of the
monthly deduction while the insured is totally disabled, subject to
certain limitations described in the rider. The Insured must have become
disabled after age 5 and before age 65.
WAIVER OF SPECIFIED PREMIUM RIDER. Provides for the crediting the
Policy's Cash Value with a specified monthly premium while the Insured
is totally disabled. The monthly premium selected at issue is not
guaranteed to keep the policy in force. The Insured must have become
disabled after age 5 and before age 65.
ACCIDENTAL DEATH BENEFIT RIDER. Provides additional insurance if the
Insured's death results from accidental bodily injury, as defined in the
rider. Under the terms of the rider, the additional benefits provided in
the Policy will be paid upon receipt of proof by the Company that death:
resulted directly from accidental bodily injury and independently of all
other causes; occurred within 120 days from the date of injury; and
occurred on or after the Policy
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Anniversary nearest the Insured age 0 and before age 70.
CHILDREN'S LIFE INSURANCE RIDER. Provides for term insurance on the
Insured's children, as defined in the rider. Under the terms of the
rider, the death benefit will be payable to the named Beneficiary upon
the death of any insured child. Upon receipt of proof of the Insured's
death before the rider terminates insurance on the life of any insured
child will continue without further premium payments.
GUARANTEED OPTION TO INCREASE THE FACE AMOUNT RIDER. Provides that the
Owner can purchase additional insurance under an existing Policy at
certain future dates without evidence of insurability.
ADDITIONAL INSURED FAMILY TERM RIDER. Provides for term life insurance
on an Additional Insured. An Additional Insured must be an immediate
family member (spouse or child) of the Insured. A rider is issued for
each additional family member individually. Under the terms of the
rider, the death benefit will be payable to the named Beneficiary upon
the death of the Additional Insured.
Records and Reports
The Company will maintain all records relating to the Separate Account
and will mail to the Owner once each Policy Year, at the last known
address of record, a report which shows the current Policy values,
premiums paid, deductions made since the last report, and any
outstanding Policy Loans. The Owner will also be sent a periodic report
for Capital Company, VIP, VIP II, and Van Eck, and a list of the
securities held in each Fund. Receipt of premium payments, transfers,
partial withdrawals, Policy Loans, loan repayments, changes in death
benefit options, increases or decreases in Face Amount, surrenders and
reinstatements will be confirmed promptly following each transaction.
An Owner may request in writing a projection of illustrated future Cash
Surrender Values and death benefits. This projection will be furnished
by the Company for a nominal fee which will not exceed $25.
DISTRIBUTION OF THE POLICIES
The Policies will be sold by individuals who, in addition to being
licensed as life insurance agents for the Company, are also registered
representatives of Walnut Street Securities, Inc. ("Walnut Street"),
the principal underwriter of the Policies, or of broker-dealers who have
entered into written sales agreements with Walnut Street. Walnut Street
was incorporated under the laws of Missouri in 1984 and is a wholly-
owned subsidiary of General American Holding Company, which is, in turn,
a wholly-owned subsidiary of the Company. Walnut Street 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. No director or officer of Walnut Street owns any units in the
Separate Account.
Walnut Street receives no administrative fees, management fees, or other
fee income from sales of the Policies.
Writing agents will receive commissions based on a commission schedule
and rules. Currently, agent first year commissions can equal up to 40%
of the Target Premium and either 2.5% or 4% of the excess first year
premium, depending on the sales contract. In renewal years, the agent
commissions equal 2.5% or 3.0% of premium paid. For years 2 through 20,
a commission of .38% or .31% of the average monthly Cash Value for each
Policy Year is paid. In addition, bonuses based on first-year
commissions may be earned during years 2 through 10 if an agent is
covered by a contract under which the lower percent of premium
commissions are paid. These are maximum commissions, and reductions may
be possible under the circumstances outlined in the section entitled
"Reduction of Contingent Deferred Sales Charge For Group or Sponsored
Arrangements". General Agents receive compensation which may be based in
part on the level of agent commissions in their agencies. The general
agent commission schedules and rules differ for different types of
agency contracts.
FEDERAL TAX MATTERS
Introduction
The following summary provides a general description of the Federal
income tax considerations associated with the Policy and does not
purport to be complete or to cover all situations. This discussion is
not intended as tax advice. Counsel or other competent tax advisors
should be consulted for more complete information. This discussion is
based upon General American's understanding of the present Federal
income tax laws as they are currently interpreted by the Internal
Revenue Service. No representation is made as to the likelihood of
continuation of the present Federal income tax laws or of the current
interpretations by the Internal Revenue Service.
Tax Status of the Policy
Section 7702 of the Internal Revenue Code of 1986, as amended ("the
Code") includes a definition of a
36
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<PAGE>
life insurance contract for Federal tax purposes. The Secretary of the
Treasury ("the Treasury") issued proposed regulations which specify what
will be considered reasonable mortality charges under Section 7702.
Guidance as to how Section 7702 is to be applied is, however, limited.
If a Policy were determined not to be a life insurance contract for
purposes of Section 7702, such Policy would not provide most of the tax
advantages normally provided by a life insurance policy.
With respect to a Policy issued on a basis of a standard premium class
or on a guaranteed or simplified issue basis, while there is some
uncertainty due to the limited guidance under Section 7702, the Company
believes that such a Policy should meet the Section 7702 definition of a
life insurance contract. However, with respect to a Policy issued on a
substandard basis (i.e., a premium class involving higher than standard
mortality risk), it is not clear whether such a Policy would satisfy
Section 7702, particularly if the Owner pays the full amount of premiums
permitted under the Policy.
If it is subsequently determined that a Policy does not satisfy Section
7702, the Company will take whatever steps are appropriate and necessary
to attempt to cause such a Policy to comply with Section 7702, including
possibly refunding any premiums paid that exceed the limitations
allowable under Section 7702, including possibly refunding any premiums
paid that exceed the limitations allowable under Section 7702.
(together with interest or other earnings on any such premiums refunded
as required by law). For these reasons, the Company reserves the right
to modify the Policy as necessary to attempt to qualify it as a life
insurance contract under Section 7702.
Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Separate Account to
be "adequately diversified" in order for the Policy to be treated as a
life insurance contract for Federal tax purposes. The Separate Account,
intends to comply with the diversification requirements prescribed by
the Treasury in Regulation Section 1.817-5, which affect how assets may
be invested. Although General American does not control Capital Company,
VIP, VIP II, or Van Eck, it has entered into agreements, which require
these investment companies to be operated in compliance with the
requirements prescribed by the Treasury.
The IRS has stated in published rulings that a variable contract owner
will be considered the owner of separate account assets, for federal
income tax purposes, if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment
control over the assets. If that were to be determined to be the case,
income and gains from the separate account assets would be includible in
the variable contract owner's gross income. The Treasury Department has
also announced, in connection with the issuance of regulations
concerning diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e.,
the Owner), rather than the insurance company, to be treated as the
owner of the assets in the account." This announcement also stated that
guidance would be issued by way of regulations or rulings on the "extent
to which policyholders may direct their investments to particular
subaccounts without being treated as owners of the underlying assets."
The ownership rights under the Policy are different in certain respects
from those described by the IRS in rulings in which it was determined
that policy owners were not owners of separate account assets. For
example, the Owner has additional flexibility in allocating Premium
payments and Policy Values. These differences could result in an Owner
being treated as the owner of a pro rata portion of the assets of the
Separate Account. In addition, the Company does not know what standards
will be set forth, if any, in the regulations or rulings which the
Treasury Department has stated it expects to issue. The Company
therefore reserves the right to modify the Policy as necessary to
attempt to prevent an Owner from being considered the owner of a pro
rata share of the assets of the Separate Account.
The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.
(1) TAX TREATMENT OF POLICY BENEFITS. In general, the Company believes
that the proceeds and Cash Value increases of a Policy should be treated
in a manner consistent with a fixed-benefit life insurance policy for
Federal income tax purposes. Thus, the death benefit under the Policy
should be excludable from the gross income of the Beneficiary under
Section 101(a)(1) of the Code, unless a transfer for value (generally a
sale of the policy) has occurred.
Many changes or transactions involving a Policy may have tax
consequences, depending on the circumstances. Such changes include, but
are not limited to, the exchange of the Policy, a change of the Policy's
Face Amount, a Policy Loan, an additional premium payment, a Policy
lapse with an outstanding Policy Loan, a partial withdrawal, or a
surrender of the Policy. In addition, Federal estate and state and local
estate, inheritance, and other tax
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<PAGE>
consequences of ownership or receipt of Policy proceeds depend upon the
circumstances of each Owner or Beneficiary. A competent tax advisor
should be consulted for further information.
A Policy may also be used in various arrangements, including non-
qualified deferred compensation or salary continuation plans, split
dollar insurance plans, executive bonus plans, retiree medical benefit
plans and others. The tax consequences of such plans may vary depending
on the particular facts and circumstances of each individual
arrangement. Therefore, if you are contemplating the use of a Policy in
any arrangement the value of which depends in part on its tax
consequences, you should be sure to consult a qualified tax advisor
regarding the tax attributes of the particular arrangement.
Generally, the Owner will not be deemed to be in constructive receipt of
the Cash Value, including increments thereof, under the Policy until
there is a distribution. The tax consequences of distributions from, and
Policy Loans taken from or secured by, a Policy depend on whether the
Policy is classified as a "modified endowment contract". However, upon a
complete surrender or lapse of any Policy, or when benefits are paid at
such a Policy's maturity date, if the amount received plus the amount of
outstanding Indebtedness exceeds the total investment in the Policy, the
excess will generally be treated as ordinary income subject to tax.
(2) MODIFIED ENDOWMENT CONTRACTS. A policy may be treated as a
modified endowment contract depending upon the amount of premiums paid
in relation to the death benefit provided under such Policy. The premium
limitation rules for determining whether a Policy is a modified
endowment contract are extremely complex. In general, however, a Policy
will be a modified endowment contract if the accumulated premiums paid
at any time during the first seven Policy Years exceed the sum of the
net level premiums which would have been paid on or before such time if
the Policy provided for paid-up future benefits after the payment of
seven level annual premiums.
In addition, if a Policy is "materially changed," it may cause such
Policy to be treated as a modified endowment contract. The material
change rules for determining whether a Policy is a modified endowment
contract are also extremely complex. In general, however, the
determination of whether a Policy will be a modified endowment contract
after a material change generally depends upon the relationship among
the death benefit at the time of such change, the Cash Value at the time
of the change and the additional premiums paid in the seven Policy Years
starting with the date on which the material change occurs.
Moreover, a life insurance contract received in exchange for a life
insurance contract classified as a modified endowment contract will also
be treated as a modified endowment contract. A reduction in a Policy's
benefits may also cause such Policy to become a modified endowment
contract.
Due to the Policy's flexibility, classification of a Policy as a
modified endowment contract will depend upon the circumstances of each
Policy. The Company has, however, adopted administrative steps designed
to protect an Owner against the possibility that the Policy might become
a modified endowment contract. The Company believes the safeguards are
adequate for most situations, but it cannot provide complete assurance
that a Policy will not be classified as a modified endowment contract.
At the time a premium is credited which would cause the Policy to become
a modified endowment contract, the Company will notify the Owner that
unless a refund of the excess premium is requested by the Owner, the
Policy will become a modified endowment contract. The Owner will have 30
days after receiving such notification to request the refund. The excess
premium paid will be returned to the Owner upon receipt by the Company
of the refund request. The amount to be refunded will be deducted from
the Policy Cash Value in the Divisions of the Separate Account and in
the General Account in the same proportion as the premium payment was
allocated to such Divisions.
Accordingly, a prospective Owner should contact a competent tax advisor
before purchasing a Policy to determine the circumstances under which
the Policy would be a modified endowment contract. In addition, an Owner
should contact a competent tax advisor before paying any additional
premiums or making any other change to, including an exchange of, a
Policy to determine whether such premium or change would cause the
Policy (or the new Policy in the case of an exchange) to be treated as a
modified endowment contract.
(3) DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACT. Policies classified as modified endowment contracts will be
subject to the following tax rules: First, all distributions, including
distributions upon surrender and benefits paid at maturity, from such a
Policy are treated as ordinary income subject to tax up to the amount
equal to the excess (if any) of the Cash Value immediately before the
distribution over the investment in the Policy (described below) at such
time. Second, Policy Loans taken from, or secured by, such a Policy, as
well as due but unpaid interest
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<PAGE>
thereon, are treated as distributions from such a Policy and taxed
accordingly. Third, a 10 % additional income tax is imposed on the
portion of any distribution from, or Policy Loan taken from or secured
by, such a Policy that (a) is included in income, except where the
distribution or Policy Loan is made on or after the Owner attains age
59 1/2, (b) is attributable to the Owner's becoming disabled, or (c) is
part of a series of substantially equal periodic payments for the life
(or life expectancy) of the Owner or the joint lives (or joint life
expectancies) of the Owner and the Owner's Beneficiary.
(4) DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACT. Distributions from Policies not classified as a modified
endowment contract are generally treated as first recovering the
investment in Policy (described on PAGE 37) and then, only after the
return of all such investment in the Policy, as distributing taxable
income. An exception to this general rule occurs in the case of a
decrease in the Policy's death benefit (possibly including a partial
withdrawal) or any other change that reduces benefits under the Policy
in the first 15 years after the Policy is issued and that results in
cash distribution to the Owner in order for the Policy to continue
complying with the Section 7702 definitional limits. Such a cash
distribution will be taxed in whole or in part as ordinary income (to
the extent of any gain in the Policy) under rules prescribed in Section
7702.
Policy Loans from, or secured by, a Policy that is not a modified
endowment contract are not treated as distributions. Instead, such loans
are treated as indebtedness of the Owner.
Upon a complete surrender or lapse of a Policy that is not a modified
endowment contract, or when benefits are paid at such a Policy's
maturity date, if the amount received plus the amount of indebtedness
exceeds the total investment in the Policy, the excess will generally be
treated as ordinary income subject to tax.
Neither distributions (including distributions upon surrender or lapse)
nor Policy Loans from, or secured by, a Policy that is not a modified
endowment contract are subject to the 10% additional income tax.
If a Policy which is not a modified endowment contract subsequently
becomes a modified endowment contract, then any distribution made from
the Policy within two years prior to the date of such change in status
may become taxable.
(5) POLICY LOAN INTEREST. Generally, interest paid on any loan under a
life insurance Policy owned by an individual is not deductible. In
addition, interest on any loan under a life insurance Policy owned by a
business taxpayer on the life of any individual who is an officer of or
is financially interested in the business carried on by that taxpayer is
deductible only under certain very limited circumstances. AN OWNER
SHOULD CONSULT A COMPETENT TAX ADVISOR BEFORE DEDUCTING ANY LOAN
INTEREST.
(6) INTEREST EXPENSE ON UNRELATED INDEBTEDNESS. Under provisions added
to the Code in 1997 for policies issued after June 8, 1997, if a
business taxpayer owns or is the beneficiary of a Policy on the life of
any individual who is not an officer, director, employee, or 20 percent
owner of the business, and the taxpayer also has debt unrelated to the
Policy, a portion of the taxpayer's unrelated interest expense
deductions may be lost. No business taxpayer should purchase, exchange,
or increase the death benefit under a Policy on the life of any
individual who is not an officer, director, employee, or 20 percent
owner of the business without first consulting a competent tax Advisor.
(7) INVESTMENT IN THE POLICY. Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a
Policy, minus (ii) the aggregate amount received under the Policy which
is excluded from gross income of the Owner (except that the amount of
any Policy Loan from, or secured by, a Policy that is a modified
endowment contract, to the extent such amount is excluded from gross
income, will be disregarded), plus (iii) the amount of any Policy Loan
from, or secured by, a Policy that is a modified endowment contract to
the extent that such amount is included in the gross income of the
Owner.
(8) MULTIPLE POLICIES. All modified endowment contracts that are
issued by the Company (or its affiliates) to the same Owner during any
calendar year are treated as one modified endowment contract for
purposes of determining the amount includible in gross income under
Section 72(e) of the Code.
(9) POSSIBLE CHARGE FOR TAXES. At the present time, the Company makes
no charge to the Separate Account for any Federal, state, or local taxes
(as opposed to Premium Tax Charges which are deducted from premium
payments) that it incurs which may be attributable to such Separate
Account or to the Policies. The Company, however, reserves the right in
the future to make a charge for any such tax or other economic burden
resulting from the application of the tax laws that it determines to be
properly attributable to the Separate Account or to the Policies.
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<PAGE>
(10) POSSIBLE CHANGES IN TAXATION. As of the date of this Prospectus,
the President's budget for fiscal year 1999 contains a number of
proposals that would adversely affect the Federal income tax treatment
of life insurance contracts. Of particular importance to owners of
variable life insurance contracts such as the Policy are two proposals
under which, if adopted: (1) the inside buildup of variable life
insurance contracts like the Policy would be taxed whenever cash values
were reallocated among the available investment options, for example, if
the Periodic and Variance Rebalancing options available under the Policy
were used, and (2) it would no longer be possible to exchange a variable
life insurance contract tax free under Code section 1035. Moreover, it
is always possible that any changes in the tax treatment of life
insurance contracts could be effective prior to the date of any new
legislation.
UNISEX REQUIREMENTS UNDER THE PENSION POLICIES AND MONTANA LAW
In 1983 the Supreme Court held in Arizona Governing Committee v. Norris
that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of
1964, vary between men and women on the basis of sex. Accordingly, the
Pension Policies described in this Prospectus will provide guaranteed
cost of insurance rates and guaranteed purchase rates for certain
settlement options that do not differentiate on the basis of sex.
In addition, the State of Montana generally prohibits the use of
actuarial tables that distinguish between men and women in determining
premiums and policy benefits for policies issued on the lives of their
residents. Therefore, all Policies offered by this Prospectus to insure
residents of Montana will have premiums and benefits which are based on
actuarial tables that do not differentiate on the basis of sex.
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS
General American holds the assets of the Separate Account in a custodial
account in its name at the Bank of New York. The Company maintains
records of all purchases and redemptions of applicable Fund shares by
each of the Divisions. Additional protection for the assets of the
Separate Account is afforded by a blanket fidelity bond issued by
Lloyd's Underwriters in the amount of five million dollars, covering all
officers and employees of the Company who have access to the assets of
the Separate Account.
VOTING RIGHTS
Based on its understanding of current applicable legal requirements, the
Company will vote the shares of the Funds held in the Separate Account
at regular and special shareholder meetings of the mutual funds in
accordance with the instructions received from persons having voting
interests in the corresponding Divisions of the Separate Account. If,
however, the 1940 Act or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result the
Company determines that it is permitted to vote shares of the Funds in
its own right, it may elect to do so. No voting privileges apply to the
Policies with respect to Cash Value removed from the Separate Account
as a result of a Policy Loan.
The number of votes which an Owner has the right to instruct will be
calculated separately for each Division. Voting rights reflect the
dollar value of the total number of units of each Division of the
Separate Account credited to the Owner at the record date, rather than
the number of units alone. Fractional shares will be counted. The
number of votes of the Fund which the Owner has the right to instruct
will be determined as of the date coincident with the date established
by that Fund for determining shareholders eligible. Voting instructions
will be solicited by written communications prior to such meeting in
accordance with procedures established by the mutual funds.
The Company will vote the shares of a Fund for which no timely
instructions are received in proportion to the voting instructions which
are received with respect to that Fund. The Company will also vote any
shares of the Funds which it owns and which are not attributable to
Policies in the same proportion.
Each person having a voting interest in a Division will receive proxy
material, reports, and other materials relating to the appropriate Fund.
DISREGARD OF VOTING INSTRUCTIONS. The Company may, when required by
state insurance regulatory authorities, disregard voting instructions if
the instructions require that the shares be voted so as to cause a
change in the subclassification or investment objective of the Fund or
to approve or disapprove an investment advisory contract for a Fund. In
addition, the Company itself may disregard voting instructions in favor
of changes initiated by an Owner in the investment policy or the
investment advisor or sub-advisor of a Fund if the Company reasonably
disapproves of such changes. A proposed change would be disapproved
only if the proposed change is contrary to state law or prohibited by
state regulatory
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<PAGE>
authorities, or the Company determined that the change would have an
adverse effect on its General Account in that the proposed investment
policy for a Fund may result in overly speculative or unsound
investments. If the Company disregards voting instructions, a summary
of that action and the reasons for such action will be included in the
next annual report to Owners.
STATE REGULATION OF THE COMPANY
The Company, a stock life insurance company organized under the laws of
Missouri, and the Separate Account are subject to regulation by the
Missouri Department of Insurance. An annual statement is filed with the
Director of Insurance on or before March 1st of each year covering the
operations and reporting on the financial condition of the Company as of
December 31 of the preceding year. Periodically, the Director of
Insurance examines the liabilities and reserves of the Company and the
Separate Account and certifies their adequacy, and a full examination of
the Company's operations is conducted by the National Association of
Insurance Commissioners at least once every three years.
In addition, the Company is subject to the insurance laws and
regulations of other states within which it is licensed or may become
licensed to operate. Generally, the insurance departments of other
states apply the laws of the state of domicile in determining
permissible investments.
41
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<TABLE>
MANAGEMENT OF THE COMPANY
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
<C> <S>
PRINCIPAL OFFICERS<F**>
- -----------------------
Richard A. Liddy Chairman, President and CEO, 1/95-present; Chairman of the
Executive Committee, 5/92-present. Formerly President and CEO,
5/92-1/95; President and Chief Operating Officer, 5/88-5/92.
Robert J. Banstetter, Sr. Vice President, General Counsel and Secretary, 2/91-present.
Formerly Vice President and General Counsel, 1/83-2/91.
John W. Barber Vice President and Controller, 12/84-present.
Kevin C. Eichner Executive Vice President of General American, President and
Chairman of GenMark, Chairman of Walnut Street Securities,
10/97-Present. President and CEO, Collaborative Strategies,
1983-Present.
David L. Herzog Chief Financial Officer, GenAmerica Corporation, 1/99-present.
President, GenAmerica Management Corporation, 10/98-present.
Formerly Assistant to the President, General American and
GenAmerica, 1996-1999, Chief Financial Officer, Individual
Line, General American, 1995-1996, Manager, Investor Relations,
Reinsurance Group of America and GenCare Health Systems,
1993-1995.
E. Thomas Hughes Corporate Actuary and Treasurer, 10/94-present. Formerly
Executive Vice President-Group Pensions, 3/90-10/94
Michael P. Ingrassia Vice President-Group Executive Accounts, 3/92-present.
Formerly Vice President-Group Operations, 5/84-2/92.
Warren J. Winer Executive Vice President-Group Life and Health, 8/95-present.
Formerly Managing Director, William M. Mercer, Inc., 7/93-8/95;
President and Chief Operating Officer, W. F. Corroon,
1986-7/93.
Bernard H. Wolzenski Executive Vice President-Individual Insurance, 10/91-present.
Formerly Vice President-Life Product Management, 5/86-10/91.
A. Greig Woodring President and Chief Executive Officer, Reinsurance Group of
America, 12/92-present. Executive Vice President-Reinsurance,
3/90-present.
<FN>
<F*> All positions listed are with General American unless otherwise
indicated.
<F**> The principal business address of Messrs. Banstetter, Herzog,
Hughes, and Liddy is General American Life Insurance Company, 700
Market Street, St. Louis, Missouri 63101. The principal business
address for Messrs. Barber, Ingrassia, Winer and Wolzenski is
13045 Tesson Ferry Road, St. Louis, Missouri 63128. The principal
business address for Mr. Woodring is 660 Mason Ridge Center Drive,
Suite 300, St. Louis, Missouri 63141. The principal business
address for Mr. Eichner is 670 Mason Ridge Center Drive, Suite
100, St. Louis, Missouri 63141.
42
<PAGE>
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION (S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
<C> <S>
DIRECTORS
- ---------
August A. Busch III Chairman of the Board and President, Anheuser-Busch
Companies, Inc. (beer business).
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
William E. Cornelius Retired Chairman and Chief Executive Officer, Union
Union Electric Company Electric Company (electric utility business). Prior to
P.O. Box 149 1993, Chairman and Chief Executive Officer.
St. Louis, Missouri 63166
John C. Danforth Partner. Formerly, U. S. Senator, State of Missouri.
Bryan Cave
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
Bernard A. Edison Past President, Edison Brothers Stores, Inc. (retail
Edison Brothers Stores, Inc. specialty stores).
P.O. Box 14020
St. Louis, Missouri 63178
Richard A. Liddy Chairman, President and CEO, General American
General American Life Insurance Co.
700 Market Street
St. Louis, Missouri 63101
William E. Maritz Chairman and Chief Executive Officer, Maritz, Inc.
Maritz, Inc. (motivation, travel, communications, training and marketing
1375 North Highway Drive research business).
Fenton, Missouri 63099
Craig D. Schnuck Chairman and Chief Executive Officer, Schnuck Markets, Inc.
Schnuck Markets, Inc. (retail supermarket chain). Prior to 1991, President and
11420 Lackland Road Chief Executive Officer
P.O. Box 46928
St. Louis, Missouri 63146
William P. Stiritz Chairman, Chief Executive Officer and President, Ralston
Ralston Purina Company Purina Company (pet food, batteries, and bread business);
Checkerboard Square Chairman, Ralcorp Holdings, Inc. (ready-to-eat cereal,
St. Louis, Missouri 63164 baby food, ski resorts).
Andrew C. Taylor Chief Executive Officer and President, Enterprise Rent-A-
Enterprise Rent-A-Car Car (car rental). Prior to May, 1991, President.
600 Corporate Park Drive
St. Louis, Missouri 63105
43
<PAGE>
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
<C> <S>
Directors (continued)
- ---------------------
H. Edwin Trusheim Retired Chairman and Chief Executive Officer
General American Life Insurance Co.
P.O. Box 396
St. Louis, Missouri 63166
Robert L. Virgil Principal, Edward Jones (investments). Prior to 1993,
Edward Jones Dean, the John M. Olin School of Business, Washington
12555 Manchester University (business education)
St. Louis, Missouri 63131-3729
Virginia V. Weldon, M.D. Senior Vice President, Public Policy, Monsanto Company
Monsanto Company (chemicals diversified industry, pharmaceuticals, life
800 North Lindbergh science products, and food ingredients business). Prior to
St. Louis, Missouri 63167 1993, Vice President, Public Policy.
Ted C. Wetterau President, Wetterau Associates, L.L.C. Retired Chairman
Wetterau Associates, L.L.C. and Chief Executive Officer, Wetterau Incorporated
7700 Bonhomme, Suite 750 (retail and wholesale grocery, manufacturing business).
St. Louis, Missouri 63105
<FN>
<F*> All positions listed are with General American unless otherwise
indicated.
</TABLE>
44
<PAGE>
<PAGE>
LEGAL MATTERS
All matters of Missouri law pertaining to the Policy, including the
validity of the Policy and General American's right to issue the Policy
under Missouri insurance law, have been passed upon by Robert J.
Banstetter, Vice President, General Counsel, and Secretary of General
American.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Separate Account is a party
or to which the assets of the Separate Account are subject. General
American is not involved in any litigation that is of material
importance in relation to its total assets or that relates to the
Separate Account.
EXPERTS
The audited financial statements of General American and the Separate
Account have been included in this Prospectus in reliance on the reports
of KPMG Peat Marwick LLP, independent certified public accountants, and
on the authority of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP covering the December 31, 1997
financial statements of General American refers to the adoption of
Statement of Financial Accounting Standards No. 120, Accounting and
Reporting by Mutual Life Insurance Enterprises and by Insurance
Enterprises for Certain Long-Duration Participating Contracts.
Actuarial matters included in this Prospectus have been examined by Alan
J. Hobbs, FSA, MAAA, LLIF, Second Vice President & Financial Actuary of
General American, as stated in the opinion filed as an exhibit to the
registration statement.
ADDITIONAL INFORMATION
A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect
to the Policy offered hereby. This Prospectus does not contain all the
information set forth in the registration statement and the amendments
and exhibits to the registration statement, to all of which reference is
made for further information concerning the Separate Account, General
American and the Policy offered hereby. Statements contained in this
Prospectus as to the contents of the Policy and other legal instruments
are summaries. For a complete statement of the terms thereof, reference
is made to such instruments as filed.
FINANCIAL STATEMENTS
The financial statements of General American which are included in this
Prospectus should be distinguished from the financial statements of the
Separate Account, and should be considered only as bearing on the
ability of General American to meet its obligations under the Policy.
They should not be considered as bearing on the investment performance
of the assets held in the Separate Account. Financial information is not
provided for three of the thirteen Divisions of the Separate Account
because those Divisions have only recently been established, and
therefore, no operating history exists for those Divisions.
45
<PAGE>
<PAGE>
APPENDIX A
Illustrations of Death Benefits and Cash Values
The following tables illustrate how the Cash Value, Cash Surrender
Value, and death benefit of a Policy change with the investment
experience of a Division of the Separate Account. The tables show how
the Cash Value, Cash Surrender Value, and death benefit of a Policy
issued to an insured of a given age and at a given premium would vary
over time if the investment return on the assets held in each Division
of the Separate Account were a uniform, gross, after-tax annual rate of
0%, 6%, or 12%. The tables in Appendix A illustrate a Policy issued to
a Male, age 45 in a preferred nonsmoker rate class. If the insured
falls into a smoker rate class, the Cash Values, Cash Surrender Values,
and death benefits would be lower than those shown in the tables. In
addition, the Cash Values, Cash Surrender Values, and death benefits
would be different from those shown if the gross annual investment rates
of return averaged 0%, 6%, and 12% over a period of years, but
fluctuated above and below those averages for individual Policy Years.
The Cash Value column under the "Guaranteed" heading shows the
accumulated value of the Net Premiums paid at the stated interest rate,
reflecting deduction of the selection and issue expense charge, the
monthly administrative charges and monthly charges for the cost of
insurance based on the maximum values allowed under the 1980
Commissioners Standard Ordinary Mortality Table. The Cash Surrender
Value column under the "Guaranteed" heading shows the projected Cash
Surrender Value of the Policy, which is calculated by taking the Cash
Value under the "Guaranteed" heading and deducting any appropriate
Contingent Deferred Sales Charge. The Cash value column under the
"Current" heading shows the accumulated value of the Net Premiums paid
at the stated interest rate, reflecting deduction of the selection and
issue expense charge, the monthly administrative charges and monthly
charges for the cost of insurance at their current level, which is less
than or equal to that allowed by the 1980 Commissioners Standard
Ordinary Mortality Table. The Cash Value column under the "Current"
heading also reflects payment of the projected dividends into the Cash
Value. The Cash Surrender Value column under the "Current" heading shows
the projected Cash Surrender Value of the Policy, which is calculated by
taking the Cash Value under the "Current" heading and deducting any
appropriate Contingent Deferred Sales Charge. The illustrations of
death benefits reflect the above assumptions. The death benefits also
vary between tables depending upon whether Death Benefit Options A or C
(Level Type) or Death Benefit Option B (Increasing Type) are illustrated.
The amounts shown for Cash Value, Cash Surrender Value, and death
benefit reflect the fact that the investment rate of return is lower
than the gross after-tax return on the assets held in a Division of the
Separate Account. The charges include a .85% charge for mortality and
expense risk, the investment advisory fee (.69% of aggregate average
daily net assets is assumed but the actual investment advisory fee
applicable to each Division is shown in the respective Prospectuses of
General American Capital Company, Russell Insurance Funds, Variable
Insurance Products Fund, Variable Insurance Products Fund II, and Van
Eck Investment Trust), and administrative expenses incurred. After
deduction for these amounts, the illustrated gross annual investment
rates of return of 0%, 6%, and 12% correspond to approximate net annual
rates of -1.54%, 4.46%, and 10.46%, respectively. The Prospectuses for
General American Capital Company, Russell Insurance Funds, Variable
Insurance Products Fund, Variable Insurance Products Fund II, and Van
Eck Investment Trust should be consulted for details about the nature
and extent of their expenses. There is no arrangement for reimbursing
the expenses of General American Capital Company, Russell Insurance
Funds, Variable Insurance Products Fund, Variable Insurance Products
Fund II, and Van Eck Investment Trust.
The hypothetical values shown in the tables do not reflect any charges
for Federal income taxes against the Separate Account (as opposed to
Premium Tax Charges which are deducted from premium payments), since
General American is not currently making any such charges. However,
such charges may be made in the future and, in that event, the gross
annual investment rate of return of the Divisions of the Separate
Account would have to exceed 0%, 6%, and 12% by an amount sufficient to
cover the tax charges in order to produce the death benefit and Cash
Value illustration. (See Federal Tax Matters.)
The tables illustrate the Policy values that would result based upon the
investment rates of return if premiums are paid as indicated, if all Net
Premiums are allocated to the Separate Account, if no Policy Loans have
been made, and dividends are paid into the Cash Value as projected. The
tables are also based on the assumptions that the Owner has not
requested an increase or decrease in the Face Amount, that no partial
withdrawals have been made, that no transfer charges were incurred, and
that no optional riders have been requested.
Upon request, General American will provide a comparable illustration
based upon the proposed Insured's age, sex, and rate class, the Face
Amount or premium requested, the proposed frequency of premium payments,
and any available riders requested.
46
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GENERAL AMERICAN LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY FACE AMOUNT: $100,000 MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM: $1,795
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 0.0% (NET RATE @ -1.54%)
======== CURRENT ======== ======== GUARANTEED ========
END PREM
OF ANNUAL ACCUM SURR CASH DEATH SURR CASH DEATH
YEAR AGE PAYMNT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 46 1,795 1,885 824 1,119 100,000 824 1,119 100,000
2 47 1,795 3,863 2,074 2,369 100,000 2,050 2,346 100,000
3 48 1,795 5,941 3,285 3,580 100,000 3,228 3,523 100,000
4 49 1,795 8,123 4,448 4,743 100,000 4,369 4,664 100,000
5 50 1,795 10,414 5,564 5,859 100,000 5,463 5,758 100,000
6 51 1,795 12,819 6,704 6,940 100,000 6,572 6,808 100,000
7 52 1,795 15,344 7,789 7,966 100,000 7,625 7,802 100,000
8 53 1,795 17,996 8,820 8,938 100,000 8,626 8,744 100,000
9 54 1,795 20,780 10,050 10,109 100,000 9,563 9,623 100,000
10 55 1,795 23,704 11,261 11,261 100,000 10,430 10,430 100,000
11 56 1,795 26,774 12,404 12,404 100,000 11,167 11,167 100,000
12 57 1,795 29,997 13,502 13,502 100,000 11,836 11,836 100,000
13 58 1,795 33,382 14,552 14,552 100,000 12,418 12,418 100,000
14 59 1,795 36,935 15,554 15,554 100,000 12,925 12,925 100,000
15 60 1,795 40,667 16,506 16,506 100,000 13,336 13,336 100,000
16 61 1,795 44,584 17,402 17,402 100,000 13,644 13,644 100,000
17 62 1,795 48,698 18,238 18,238 100,000 13,839 13,839 100,000
18 63 1,795 53,018 19,005 19,005 100,000 13,912 13,912 100,000
19 64 1,795 57,553 19,700 19,700 100,000 13,843 13,843 100,000
20 65 1,795 62,316 20,319 20,319 100,000 13,610 13,610 100,000
25 70 1,795 89,946 22,688 22,688 100,000 9,340 9,340 100,000
30 75 1,795 125,209 22,669 22,669 100,000 0 0 0
</TABLE>
GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.
CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT
COMBINATION OF PREMIUMS AND BENEFITS SHOWN. THESE VALUES ARE ALSO BASED ON
A POLICY ISSUE DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.
THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR FUNDS OF GENERAL AMERICAN CAPITAL COMPANY,
RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, AND VAN ECK INVESTMENT TRUST. THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, GENERAL
AMERICAN CAPITAL COMPANY, RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE
PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VAN ECK INVESTMENT TRUST,
OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.
ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.
47
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GENERAL AMERICAN LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY FACE AMOUNT: $100,000 MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM: $1,795
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.46%)
======== CURRENT ======== ======== GUARANTEED ========
END PREM
OF ANNUAL ACCUM SURR CASH DEATH SURR CASH DEATH
YEAR AGE PAYMNT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 46 1,795 1,885 907 1,202 100,000 907 202 100,000
2 47 1,795 3,863 2,315 2,610 100,000 2,291 2,586 100,000
3 48 1,795 5,941 3,767 4,062 100,000 3,707 4,002 100,000
4 49 1,795 8,123 5,255 5,550 100,000 5,168 5,463 100,000
5 50 1,795 10,414 6,780 7,075 100,000 6,667 6,962 100,000
6 51 1,795 12,819 8,417 8,653 100,000 8,265 8,501 100,000
7 52 1,795 15,344 10,088 10,265 100,000 9,895 10,072 100,000
8 53 1,795 17,996 11,796 11,914 100,000 11,560 11,678 100,000
9 54 1,795 20,780 13,795 13,854 100,000 13,254 13,313 100,000
10 55 1,795 23,704 15,885 15,885 100,000 14,969 14,969 100,000
11 56 1,795 26,774 18,023 18,023 100,000 16,650 16,650 100,000
12 57 1,795 29,997 20,236 20,236 100,000 18,359 18,359 100,000
13 58 1,795 33,382 22,527 22,527 100,000 20,081 20,081 100,000
14 59 1,795 36,935 24,901 24,901 100,000 21,830 21,830 100,000
15 60 1,795 40,667 27,361 27,361 100,000 23,592 23,592 100,000
16 61 1,795 44,584 29,909 29,909 100,000 25,361 25,361 100,000
17 62 1,795 48,698 32,547 32,547 100,000 27,134 27,134 100,000
18 63 1,795 53,018 35,275 35,275 100,000 28,907 28,907 100,000
19 64 1,795 57,553 38,100 38,100 100,000 30,668 30,668 100,000
20 65 1,795 62,316 41,026 41,026 100,000 32,406 32,406 100,000
25 70 1,795 89,946 58,825 58,825 100,000 40,509 40,509 100,000
30 75 1,795 125,209 82,244 82,244 100,000 46,385 46,385 100,000
</TABLE>
GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.
CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT
COMBINATION OF PREMIUMS AND BENEFITS SHOWN. THESE VALUES ARE ALSO BASED ON
A POLICY ISSUE DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.
THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR FUNDS OF GENERAL AMERICAN CAPITAL COMPANY,
RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, AND VAN ECK INVESTMENT TRUST. THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES,
GENERAL AMERICAN CAPITAL COMPANY, RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE
PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VAN ECK INVESTMENT TRUST,
OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.
ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.
48
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GENERAL AMERICAN LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY FACE AMOUNT: $100,000 MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM: $1,795
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.46%)
======== CURRENT ======== ======== GUARANTEED ========
END PREM
OF ANNUAL ACCUM SURR CASH DEATH SURR CASH DEATH
YEAR AGE PAYMNT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 46 1,795 1,885 990 1,285 100,000 990 1,285 100,000
2 47 1,795 3,863 2,567 2,862 100,000 2,542 2,838 100,000
3 48 1,795 5,941 4,290 4,585 100,000 4,227 4,522 100,000
4 49 1,795 8,123 6,165 6,460 100,000 6,071 6,366 100,000
5 50 1,795 10,414 8,209 8,504 100,000 8,082 8,377 100,000
6 51 1,795 12,819 10,513 10,749 100,000 10,338 10,574 100,000
7 52 1,795 15,344 13,019 13,196 100,000 12,791 12,968 100,000
8 53 1,795 17,996 15,751 15,869 100,000 15,465 15,583 100,000
9 54 1,795 20,780 18,988 19,047 100,000 18,378 18,437 100,000
10 55 1,795 23,704 22,571 22,571 100,000 21,550 21,550 100,000
11 56 1,795 26,774 26,493 26,493 100,000 24,954 24,954 100,000
12 57 1,795 29,997 30,823 30,823 100,000 28,689 28,689 100,000
13 58 1,795 33,382 35,606 35,606 100,000 32,781 32,781 100,000
14 59 1,795 36,935 40,899 40,899 100,000 37,287 37,287 100,000
15 60 1,795 40,667 46,761 46,761 100,000 42,248 42,248 100,000
16 61 1,795 44,584 53,260 53,260 100,000 47,722 47,722 100,000
17 62 1,795 48,698 60,475 60,475 100,000 53,777 53,777 100,000
18 63 1,795 53,018 68,494 68,494 100,000 60,495 60,495 100,000
19 64 1,795 57,553 77,425 77,425 100,000 67,969 67,969 100,000
20 65 1,795 62,316 87,369 87,369 106,591 76,311 76,311 100,000
25 70 1,795 89,946 158,312 158,312 183,642 133,372 133,372 154,711
30 75 1,795 125,209 278,134 278,134 297,604 225,351 225,351 241,126
</TABLE>
GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.
CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES
AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT COMBINATION OF
PREMIUMS AND BENEFITS SHOWN. THESE VALUES ARE ALSO BASED ON A POLICY ISSUE
DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.
THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR FUNDS OF GENERAL AMERICAN CAPITAL COMPANY,
RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, AND VAN ECK INVESTMENT TRUST. THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES,
GENERAL AMERICAN CAPITAL COMPANY, RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE
PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VAN ECK INVESTMENT TRUST,
OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.
ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.
49
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GENERAL AMERICAN LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY FACE AMOUNT: $100,000 MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT INCREASING (OPTION B) ANNUAL PREMIUM: $3,896
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 0.05 (NET RATE @ -1.54%)
======== CURRENT ======== ======== GUARANTEED ========
END PREM
OF ANNUAL ACCUM SURR CASH DEATH SURR CASH DEATH
YEAR AGE PAYMNT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 46 3,896 4,090 2,723 3,018 103,018 2,723 3,018 103,018
2 47 3,896 8,385 5,838 6,133 106,133 5,814 6,109 106,109
3 48 3,896 12,895 8,881 9,176 109,176 8,822 9,117 109,117
4 49 3,896 17,630 11,842 12,137 112,137 11,760 12,056 112,056
5 50 3,896 22,602 14,722 15,017 115,017 14,618 14,913 114,913
6 51 3,896 27,823 17,593 17,829 117,829 17,455 17,691 117,691
7 52 3,896 33,304 20,373 20,550 120,550 20,201 20,378 120,378
8 53 3,896 39,060 23,064 23,182 123,182 22,859 22,977 122,977
9 54 3,896 45,103 25,983 26,042 126,042 25,418 25,477 125,477
10 55 3,896 51,449 28,861 28,861 128,861 27,868 27,868 127,868
11 56 3,896 58,112 31,693 31,693 131,693 30,150 30,150 130,150
12 57 3,896 65,108 34,450 34,450 134,450 32,327 32,327 132,327
13 58 3,896 72,454 37,126 37,126 137,126 34,375 34,375 134,375
14 59 3,896 80,167 39,722 39,722 139,722 36,310 36,310 136,310
15 60 3,896 88,265 42,232 42,232 142,232 38,107 38,107 138,107
16 61 3,896 96,769 44,652 44,652 144,652 39,759 39,759 139,759
17 62 3,896 105,698 46,976 46,976 146,976 41,256 41,256 141,256
18 63 3,896 115,073 49,191 49,191 149,191 42,588 42,588 142,588
19 64 3,896 124,917 51,293 51,293 151,293 43,733 43,733 143,733
20 65 3,896 135,254 53,277 53,277 153,277 44,672 44,672 144,672
25 70 3,896 195,224 62,630 62,630 162,630 45,744 45,744 145,744
30 75 3,896 271,763 68,565 68,565 168,565 38,468 38,468 138,468
</TABLE>
GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.
CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES
AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT COMBINATION OF
PREMIUMS AND BENEFITS SHOWN. THESE VALUES ARE ALSO BASED ON A POLICY ISSUE
DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.
THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR FUNDS OF GENERAL AMERICAN CAPITAL COMPANY,
RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, AND VAN ECK INVESTMENT TRUST. THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES,
GENERAL AMERICAN CAPITAL COMPANY, RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE
PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VAN ECK INVESTMENT TRUST,
OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.
ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.
50
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GENERAL AMERICAN LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY FACE AMOUNT: $100,000 MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT INCREASING (OPTION B) ANNUAL PREMIUM: $5,886
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.46%)
======== CURRENT ======== ======== GUARANTEED ========
END PREM
OF ANNUAL ACCUM SURR CASH DEATH SURR CASH DEATH
YEAR AGE PAYMNT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 46 3,896 4,090 2,992 3,217 103,217 2,922 3,217 103,217
2 47 3,896 8,385 6,429 6,725 106,725 6,405 6,700 106,700
3 48 3,896 12,895 10,069 10,364 110,364 10,007 10,302 110,302
4 49 3,896 17,630 13,835 14,130 114,130 13,745 14,040 114,040
5 50 3,896 22,602 17,732 18,027 118,027 17,614 17,909 117,909
6 51 3,896 27,823 21,837 22,073 122,073 21,677 21,913 121,913
7 52 3,896 33,304 26,074 26,251 126,251 25,870 26,047 126,047
8 53 3,896 39,060 30,448 30,566 130,566 30,199 30,317 130,317
9 54 3,896 45,103 35,303 35,362 135,362 34,657 34,716 134,716
10 55 3,896 51,449 40,380 40,380 140,380 39,268 39,268 139,268
11 56 3,896 58,112 45,683 45,683 145,683 43,889 43,889 143,889
12 57 3,896 65,108 51,194 51,194 151,194 48,674 48,674 148,674
13 58 3,896 72,454 56,918 56,918 156,918 53,575 53,575 153,575
14 59 3,896 80,167 62,865 62,865 162,865 58,609 58,609 158,609
15 60 3,896 88,265 69,038 69,038 169,038 63,758 63,758 163,758
16 61 3,896 96,769 75,442 75,442 175,442 69,015 69,015 169,015
17 62 3,896 105,698 82,079 82,079 182,079 74,372 74,372 174,372
18 63 3,896 115,073 88,948 88,948 188,948 79,822 79,822 179,822
19 64 3,896 124,917 96,052 96,052 196,052 85,345 85,345 185,345
20 65 3,896 135,254 103,397 103,397 203,397 90,920 90,920 190,920
25 70 3,896 195,224 147,051 147,051 247,051 118,965 118,965 218,965
30 75 3,896 271,763 199,753 199,753 299,753 144,406 144,406 244,406
</TABLE>
GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.
CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES
AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT COMBINATION OF
PREMIUMS AND BENEFITS SHOWN. THESE VALUES ARE ALSO BASED ON A POLICY ISSUE
DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.
THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR FUNDS OF GENERAL AMERICAN CAPITAL COMPANY,
RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, AND VAN ECK INVESTMENT TRUST. THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES,
GENERAL AMERICAN CAPITAL COMPANY, RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE
PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VAN ECK INVESTMENT TRUST,
OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.
ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.
51
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GENERAL AMERICAN LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY FACE AMOUNT: $100,000 MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT INCREASING (OPTION B) ANNUAL PREMIUM: $3,896
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.46%)
======== CURRENT ======== ======== GUARANTEED ========
END PREM
OF ANNUAL ACCUM SURR CASH DEATH SURR CASH DEATH
YEAR AGE PAYMNT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 46 3,896 4,090 3,120 3,415 103,415 3,120 3,415 103,415
2 47 3,896 8,385 7,045 7,340 107,340 7,020 7,315 107,315
3 48 3,896 12,895 11,355 11,650 111,650 11,290 11,585 111,585
4 49 3,896 17,630 16,079 16,374 116,374 15,981 16,276 116,276
5 50 3,896 22,602 21,258 21,553 121,553 21,125 21,420 121,420
6 51 3,896 27,823 27,014 27,250 127,250 26,829 27,065 127,065
7 52 3,896 33,304 33,314 33,492 133,492 33,072 33,249 133,249
8 53 3,896 39,060 40,218 40,336 140,336 39,913 40,031 140,031
9 54 3,896 45,103 48,152 48,211 148,211 47,400 47,459 147,459
10 55 3,896 51,449 56,926 56,926 156,926 55,588 55,588 155,588
11 56 3,896 58,112 66,624 66,624 166,624 64,493 64,493 164,493
12 57 3,896 65,108 77,318 77,318 177,318 74,253 74,253 174,253
13 58 3,896 72,454 89,110 89,110 189,110 84,935 84,935 184,935
14 59 3,896 80,167 102,119 102,119 202,119 96,646 96,646 196,646
15 60 3,896 88,265 116,467 116,467 216,467 109,470 109,470 209,470
16 61 3,896 96,769 132,292 132,292 232,292 123,510 123,510 223,510
17 62 3,896 105,698 149,743 149,743 249,743 138,881 138,881 238,881
18 63 3,896 115,073 168,983 168,983 268,983 155,711 155,711 255,711
19 64 3,896 124,917 190,196 190,196 290,196 174,127 174,127 274,127
20 65 3,896 135,254 213,587 213,587 313,587 194,270 194,270 294,270
25 70 3,896 195,224 380,063 380,063 480,063 327,193 327,193 427,193
30 75 3,896 271,763 659,410 659,410 759,410 535,170 535,170 635,170
</TABLE>
GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.
CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES
AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT COMBINATION OF
PREMIUMS AND BENEFITS SHOWN. THESE VALUES ARE ALSO BASED ON A POLICY ISSUE
DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.
THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR FUNDS OF GENERAL AMERICAN CAPITAL COMPANY,
RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, AND VAN ECK INVESTMENT TRUST. THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES,
GENERAL AMERICAN CAPITAL COMPANY, RUSSELL INSURANCE FUNDS, VARIABLE INSURANCE
PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VAN ECK INVESTMENT TRUST,
OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.
ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.
52
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
APPENDIX B
Target Premium Factors per Thousand of Face Amount
Male Standard Policy
AGE FACTOR AGE FACTOR
<S> <C> <C> <C>
0 3.26 40 10.20
1 3.33 41 10.58
2 3.45 42 10.98
3 3.58 43 11.40
4 3.71 44 11.84
5 3.86 45 12.30
6 4.02 46 12.80
7 4.18 47 13.35
8 4.35 48 13.95
9 4.44 49 14.60
10 4.54 50 15.30
11 4.63 51 16.06
12 4.72 52 16.87
13 4.87 53 17.73
14 4.91 54 18.64
15 5.01 55 19.60
16 5.10 56 20.67
17 5.19 57 21.85
18 5.29 58 23.14
19 5.38 59 24.55
20 5.48 60 26.10
21 5.68 61 27.82
22 5.90 62 29.71
23 6.14 63 31.77
24 6.38 64 34.00
25 6.65 65 36.40
26 6.84 66 39.04
27 6.99 67 41.92
28 7.15 68 45.05
29 7.32 69 48.40
30 7.50 70 52.00
31 7.68 71 55.94
32 7.88 42 60.23
33 8.10 73 64.87
34 8.34 74 69.86
35 8.60 75 75.20
36 8.88 76 81.71
37 9.18 77 89.39
38 9.50 78 98.24
39 9.84 79 108.27
80 119.50
</TABLE>
53
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
APPENDIX B
Target Premium Factors per Thousand of Face Amount
Female Standard Policy
AGE FACTOR AGE FACTOR
<S> <C> <C> <C>
0 3.07 40 9.18
1 3.07 41 9.52
2 3.07 42 9.88
3 3.07 43 10.26
4 3.07 44 10.66
5 3.07 45 11.07
6 3.07 46 11.52
7 3.17 47 12.02
8 3.29 48 12.56
9 3.43 49 13.14
10 3.58 50 13.77
11 3.74 51 14.45
12 3.90 52 15.18
13 4.07 53 15.96
14 4.14 54 16.78
15 4.22 55 17.64
16 4.30 56 18.60
17 4.37 57 19.67
18 4.45 58 20.83
19 4.53 59 22.10
20 4.61 60 23.49
21 4.80 61 25.04
22 5.01 62 26.74
23 5.23 63 28.59
24 5.46 64 30.60
25 5.69 65 32.76
26 5.94 66 35.14
27 6.21 67 37.73
28 6.44 68 40.55
29 6.59 69 43.56
30 6.75 70 46.80
31 6.91 71 50.35
32 7.09 42 54.21
33 7.29 73 58.38
34 7.51 74 62.87
35 7.74 75 67.68
36 7.99 76 73.54
37 8.26 77 80.45
38 8.55 78 88.42
39 8.86 79 97.44
80 107.55
</TABLE>
54
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
APPENDIX B
Target Premium Factors per Thousand of Face Amount
Pension Policy
AGE FACTOR AGE FACTOR
<S> <C> <C> <C>
20 5.39 50 15.15
21 5.59 51 15.90
22 5.81 52 16.70
23 6.05 53 17.55
24 6.29 54 18.45
25 6.55 55 19.40
26 6.75 56 20.46
27 6.91 57 21.63
28 7.08 58 22.91
29 7.25 59 24.31
30 7.43 60 25.84
31 7.60 61 27.54
32 7.80 62 29.41
33 8.02 63 31.45
34 8.26 64 33.66
35 8.51 65 36.04
36 8.79 66 38.65
37 9.09 67 41.50
38 9.41 68 44.60
39 9.74 69 47.92
40 10.10 70 51.48
41 10.47 71 55.38
42 10.87 42 59.63
43 11.29 73 64.22
44 11.72 74 69.16
45 12.18 75 74.45
46 12.67 76 80.89
47 13.22 77 88.50
48 13.81 78 97.26
49 14.45 79 107.19
80 118.31
</TABLE>
55
<PAGE>
<PAGE>
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
and 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
Section 351.355 of the Missouri General and Business Corporation Law, in
brief, allows a corporation to indemnify any person who is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. When any person was or is a party or is threatened to be
made a party in an action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the Fact that he is or
was a director, officer, employee, or agent of the corporation,
indemnification may be paid unless such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty
to the corporation. In the event of such a determination
indemnification is allowed if a court determines that the person is
fairly and reasonably entitled to indemnity. A corporation has the
power to give any further indemnity to any person who is or was a
director, officer, employee, or agent, provided for in the articles of
incorporation or as authorized by any by-law which has been adopted by
vote of the shareholders, provided that no such indemnity shall
indemnify any person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest, or willful misconduct.
II-1
<PAGE>
<PAGE>
In accordance with Missouri law, General American's Board of Directors,
at its meeting on 19 November 1987, and the policyholders of General
American at the annual meeting held on 26 January 1988, adopted the
following resolutions:
"BE IT RESOLVED THAT
1. The company shall indemnify any person who is, or was a
director, officer, or employee of the company, or is or was
serving at the request of the company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any and all expenses
(including attorneys' fees), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by him or her in
connection with any civil, criminal, administrative, or
investigative action, proceeding, or claim (including an action by
or in the right of the company), by reason of the fact that he or
she was serving in such capacity if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the company; provided that such
person's conduct is not finally adjudged to have been knowingly
fraudulent, deliberately dishonest, or willful misconduct.
2. The indemnification provided herein shall not be deemed
exclusive of any other rights to which a director, officer, or
employee may be entitled under any agreement, vote of
policyholders or disinterested directors, or otherwise, both as to
action in his or her official capacity and as to action in another
capacity which holding such office, and shall continue as to a
person who has ceased to be a director, officer, or employee and
shall inure to the benefit of the heirs, executors and
administrators of such a person."
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, 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
II-2
<PAGE>
<PAGE>
(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.
REASONABLENESS OF FEES AND CHARGES
General American, of which Registrant forms a part, hereby represents
that the fees and charges deducted under the terms of the Contract are,
in the aggregate, reasonable in relationship to the services rendered,
the expenses expected, and the risks assumed by General American.
II-3
<PAGE>
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following Papers and
Documents:
The facing sheet.
The Prospectus, consisting of 56 pages.
The undertaking to file reports required by Section 15 (d),
1934 Act.
The undertaking pursuant to Rule 484.
Reasonableness of Fees and Charges.
The signatures.
1. The following exhibits (which correspond in number to the
numbers under paragraph A of the instructions for exhibits to Form
N-8B-2):
(1) Resolution of the Board of Directors of General
American authorizing establishment of the Separate
Account <F1>
(2) Not Applicable
(3) (a) Principal Underwriting Agreement <F3>
(b) Proposed form of Selling Agreement <F2>
(c) Commission Schedule <F3>
(4) Not Applicable
(5) (a) Form of Standard Policy and Policy Riders <F1>
(b) Form of Pension Policy and Policy Riders <F1>
(c) Additional Insured Family Term Rider <F4>
(d) Waiver of Specified Premium Rider <F4>
(6) (a) Amended Charter and Articles of Incorporation of
General American <F6>
(b) Amended By-Laws of General American <F6>
(7) Not Applicable
II-4
<PAGE>
<PAGE>
(8) (a) Form of Agreement to Purchase Shares of
General American Capital Company <F2>
(b) Form of Participation Agreement with Variable
Insurance Products Fund <F2>
(9) Not Applicable
(10) (a) Form of Application for Standard Policy <F2>
(b) Form of Application for Pension Policy <F2>
2. Memorandum describing General American's issuance, transfer, and
redemption procedures for the Policies and General American's procedure
for conversion to a fixed benefit policy <F2>
3. The following exhibits are numbered to correspond to the numbers
in the instructions as to exhibits for Form S-6
(1) See above
(2) Opinion of Robert J. Banstetter, General Counsel of
General American <F2>
(3) No financial statements are omitted from the Prospectus
pursuant to prospectus instructions 1(b) or (c)
4. Not Applicable
5. Opinion and Consent of Alan J. Hobbs, F.S.A. <F5>
[FN]
Footnotes:
<F1> Incorporated by reference to the initial Registration Statement
and Post-Effective Amendment No. 2 of the Separate Account, File
No. 33-10146.
<F2> Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement, File No. 33-10146
<F3> Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement, File No. 33-10146
<F4> Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement, File No. 33-10146
II-5
<PAGE>
<PAGE>
<F5> Incorporated by reference to Post-Effective Amendment No. 9 to the
Registration Statement, File No. 33-10146
<F6> Incorporated by reference to Post-Effective Amendment No. 13 to
the Registration Statement, File No. 33-10146.
II-6<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, General
American Life Insurance Company and General American Separate Account
Eleven have duly caused this Registration Statement to be signed on
their behalf by the undersigned thereunto duly authorized, and the seal
of General American Life Insurance Company to be hereunto affixed and
attested, all in the City of St. Louis, State of Missouri, on the 26th
day of February, 1999.
GENERAL AMERICAN SEPARATE ACCOUNT
ELEVEN (Registrant)
(Seal)
BY: GENERAL AMERICAN LIFE
INSURANCE COMPANY (for Registrant
and as Depositor)
Attest: /s/ Robert J. Banstetter, Sr. By: /s/ Richard A. Liddy
------------------------------ -------------------------------
Robert J. Banstetter, Sr. Richard A. Liddy,
Secretary Chairman, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Richard A. Liddy
- ------------------------------ Chairman, President, 2/26/99
Richard A. Liddy and Chief Executive
Officer
(Principal Executive
Officer)
/s/ David L. Herzog
- ------------------------------ Vice President and 2/26/99
David L. Herzog Principal Financial
Officer
II-7
<PAGE>
<PAGE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
- ------------------------------ Director
August A. Busch, III<F*>
- ------------------------------ Director
William E. Cornelius<F*>
- ------------------------------ Director
John C. Danforth<F*>
- ------------------------------ Director
Bernard A. Edison<F*>
/s/ Richard A. Liddy
- ------------------------------ Director 2/26/99
Richard A. Liddy
- ------------------------------ Director
William E. Maritz<F*>
- ------------------------------ Director
Craig D. Schnuck<F*>
- ------------------------------ Director
William P. Stiritz<F*>
- ------------------------------ Director
Andrew C. Taylor<F*>
- ------------------------------ Director
H. Edwin Trusheim<F*>
II-8
<PAGE>
<PAGE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
- ------------------------------ Director
Robert L. Virgil, Jr.<F*>
- ------------------------------ Director
Virginia V. Weldon<F*>
- ------------------------------ Director
Ted C. Wetterau<F*>
By: /s/ Matthew P. McCauley
--------------------------- 2/26/99
Matthew P. McCauley
<FN>
<F*> Original powers of attorney authorizing Matthew P. McCauley to sign
this Registration Statement and Amendments thereto on behalf of the
Board of Directors of General American Life Insurance Company are on
file with the Securities and Exchange Commission.
</TABLE>
II-9
