<PAGE>
As filed with the Securities and Exchange Commission on 26 February 1999
Registration No. 33-48550
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 10
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
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<PAGE>
It is proposed that this filing will become effective (check appropriate
space)
[ ] immediately upon filing pursuant to paragraph (b), of
Rule 485
[ ] on ( ) 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
[ ] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment
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 will file the 24f-2 Notice for
the fiscal year ended December 31, 1998 prior to 1 April 1999.
<PAGE>
<PAGE>
<TABLE>
RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
<CAPTION>
Item No. of
Form N-8B-2 Caption in Prospectus
----------- ---------------------
<C> <S>
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/Russell Insurance Funds;
Charges and Deductions; Policy
Benefits; Policy Rights; Voting
Rights; General Matters
11. Summary; General American Capital
Company/Russell Insurance Funds
12. Summary; General American Capital
Company/Russell Insurance Funds
13. Summary; Charges and Deductions; General
American Capital Company/Russell
Insurance Funds
14. Summary; Payment and Allocation of
Premiums
15. Payment and Allocation of Premiums
16. Payment and Allocation of Premiums;
General American Capital Company/
Russell Insurance Funds
17. Summary; Charges and Deductions; Policy
Rights; General American Capital
Company/Russell Insurance Funds
18. General American Capital Company/
Russell Insurance Funds; 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
26. Not Applicable
i
<PAGE>
<PAGE>
Item No. of
Form N-8B-2 Caption in Prospectus
----------- ---------------------
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/Russell
Insurance Funds
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/Russell
Insurance Funds
53. Federal Tax Matters
54. Not Applicable
55. Not Applicable
56. Not Required
57. Not Required
58. Not Required
59. Not Required
</TABLE>
- ii -
<PAGE>
<PAGE>
This Post-Effective Amendment No. 10 to the Registration Statement on
Form S-6 includes two prospectuses describing variable life insurance
policies which are substantially identical, except that the policy
described in the second prospectus makes available to policy owners
different investment divisions of the registrant than does the policy
described in the original prospectus.
- iii -
<PAGE>
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
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 2. 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 KEEP 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 9
The Company and the Separate Account 10
The Company
The Separate Account
General American Capital Company
Russell Insurance Funds
American Century Variable Portfolios
J.P. Morgan Series Trust II
Variable Insurance Products Fund
Variable Insurance Products Fund II
Van Eck Worldwide Insurance Trust
Addition, Deletion, or Substitution of Investments 14
Policy Benefits 15
Death Benefit
Cash Value
Policy Rights 18
Loans
Surrender, Partial Withdrawals and Pro Rate Surrender
Transfers
Portfolio Rebalancing
Dollar Cost Averaging
Right to Examine Policy
Payment of Benefits at Maturity
Payment and Allocation of Premiums 23
Issuance of a Policy
Premiums
Allocation of Net Premiums and Cash Value
Policy Lapse and Reinstatement
Charges and Deductions 25
Premium Expense Charges
Monthly Deduction
Contingent Deferred Sales Charge
Separate Account Charges
Dividends 28
The General Account 29
General Matters 31
Distribution of the Policies 33
Federal Tax Matters 33
Unisex Requirements Under Montana Law 37
Safekeeping of the Separate Account's Assets 37
Voting Rights 37
State Regulation of the Company 37
Management of the Company 39
Legal Matters 41
Legal Proceedings 42
Experts 42
Additional Information 42
Financial Statements 42
Appendix A - Illustration of Death Benefits and Cash Values 43
Appendix B - Target Premium Factors per Thousand of Face Amount 53
</TABLE>
<PAGE>
<PAGE>
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.
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
1
<PAGE>
<PAGE>
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.
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:
- --------------------------------------------------------------------------------
INVESTMENT COMPANY INVESTMENT MANAGER/ADVISER
- --------------------------------------------------------------------------------
General American Capital Company Conning Asset Management Company
- --------------------------------------------------------------------------------
Russell Insurance Funds Frank Russell Investment Management Company
- --------------------------------------------------------------------------------
American Century American Century Investment
Variable Portfolios Management, Inc.
- --------------------------------------------------------------------------------
J.P. Morgan Series Trust II J.P. Morgan Investment Management, Inc.
- --------------------------------------------------------------------------------
Fidelity Investments Variable Fidelity Management &
Insurance Products Fund Research Company
- --------------------------------------------------------------------------------
Fidelity Investments Variable Fidelity Management &
Insurance Products Fund II Research Company
- --------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust Van Eck Associates Corporation
- --------------------------------------------------------------------------------
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 OBJECTIVE
MANAGER NAME TYPE
- -----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Conning S&P 500 Index Growth & Income To achieve a rate of return that parallels
Asset Management Fund the return of the stock market as a whole,
Company as represented by the Standard and Poor's
500 Stock Index.
- -----------------------------------------------------------------------------------------------------------------------------------
Conning Money Market Fund Money Market To obtain the highest level of current
Asset Management income consistent with the preservation of
Company capital and maintenance of liquidity.
- -----------------------------------------------------------------------------------------------------------------------------------
Conning Bond Index Fund Corporate Bonds To provide a rate of return that reflects
Asset Management the performance of the bond market as a
Company whole, as 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 Growth: To obtain investment results that parallel
Asset Management Fund International Stock the price and yield performance of
Company publicly-traded common stocks in the
Morgan Stanley Capital International,
Europe, Australia, and Far East Index
("EAFE Index").
- -----------------------------------------------------------------------------------------------------------------------------------
2
<PAGE>
<PAGE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT FUND INVESTMENT OBJECTIVE
MANAGER NAME TYPE
- -----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Conning Mid-Cap Equity Growth To obtain long-term capital appreciation
Asset Management Fund through investment primarily in common
Company stocks 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.
- -----------------------------------------------------------------------------------------------------------------------------------
Conning Small-Cap Equity Aggressive Growth To provide a high rate of return through
Asset Management Fund 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 Growth & Income To seek reasonable income by investing
Research Company Portfolio primarily in income-producing equity
securities.
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity Management & Overseas Portfolio Growth: To seek long term growth of capital
Research Company International Stock primarily though investment in foreign
securities.
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity Management & Asset Manager Balanced To seek a high total return with reduced
Research Company Portfolio risk over the long-term by allocating its
assets among domestic and foreign stocks,
bonds, and short-term fixed income
instruments.
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Fidelity Management & High Income High Yield Bond To seek a high level of current income by
Research Company Portfolio investing primarily in high yielding,
lower-rated, fixed income securities,
while also considering growth of capital.
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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
Corporation Markets Fund International Stock by 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 Multi-Style Growth & Income To obtain income and capital growth by
Investment Management Equity Fund investing principally in equity
Company securities.
- -----------------------------------------------------------------------------------------------------------------------------------
Frank Russell Aggressive Equity Aggressive Growth To provide capital appreciation by
Investment Management Fund assuming a higher level of volatility than
Company is ordinarily expected from the Multi-
Style Equity Fund, by investing in equity
securities.
- -----------------------------------------------------------------------------------------------------------------------------------
3
<PAGE>
<PAGE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT FUND INVESTMENT OBJECTIVE
MANAGER NAME TYPE
- -----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Frank Russell Non-U.S. Fund Growth: To achieve favorable total return and
Investment Management International Stocks additional diversification for United
Company and Bonds States investors by investing primarily in
equity and debt securities of non-United
States companies and non-United States
governments.
- -----------------------------------------------------------------------------------------------------------------------------------
Frank Russell Core Bond Fund Growth & Income To maximize total return through capital
Investment Management appreciation and income by assuming a
Company 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
Management, Inc. Portfolio 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 Growth & Income To attain long-term growth of capital as
Investment Fund well as current income. The fund pursues
Management, Inc. a total 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 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
4
<PAGE>
<PAGE>
of this deduction covers sales charges. We guarantee that this
part of the deduction will not exceed 5% of the premium paid
during the first ten policy years, and 2.25% after the first
ten years.
TAX CHARGE. The Federal government and many states and
territories impose taxes or charges on insurance premiums. We
deduct 2.5% from your premium payment to cover that cost.
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 4% of the premiums paid if you
surrender the policy or let it lapse during the first five
policy years. After that the amount of the surrender charge
goes down each month. After the 10th policy year there is no
charge.
There is a table in your policy that shows the percentage of
the surrender charge for each month.
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. This charge is $4 each month.
We will deduct the charge 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 0.70% 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.
5
<PAGE>
<PAGE>
The following chart shows the operating expenses of the funds
as reported for the fiscal year ending December 31, 1998:
<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%.
<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>
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
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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 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
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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.)
* * *
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 the Policy and 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 Loan Account, and in certain contracts, the
General Account.
CASH SURRENDER VALUE - The Cash Value of a Policy on the date of
surrender, less any Indebtedness, and less any surrender charges.
DIVISION - A subaccount of the Separate Account. Each Division invests
exclusively in the shares of a corresponding Fund of either General
American Capital Company, Variable Insurance Products Fund, Variable
Insurance Products Fund II, or Van Eck Worldwide Insurance 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 either General American
Capital Company, Russell Insurance Funds, Variable Insurance Products
Fund, Variable Insurance Products Fund II, or Van Eck Worldwide
Insurance 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.
INSURED - The person whose life is insured under the Policy.
<PAGE>
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.
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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 100.
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.
POLICY - The flexible premium variable life insurance Policy 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.
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 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
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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 classes of 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 twenty-four Divisions.
Divisions invest in corresponding Funds from one of seven open-end,
diversified management investment companies: (1) General American
Capital Company, (2) Russell Insurance Funds, (3) American Century
Variable Portfolios, (4) J.P. Morgan Series Trust II, (5) Variable
Insurance Products Fund, (6) Variable Insurance Products Fund II, and
(7) Van Eck Worldwide Insurance 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
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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
obtain investment results that parallel the price and yield
performance of publicly-traded common stocks 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 market 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 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:
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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.
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 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. Only the 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 VIP. VIP 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
Funds' Manager.
The investment objectives and policies of each Fund 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 Fund 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
objective 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.
13
<PAGE>
<PAGE>
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 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 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 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 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 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 Funds 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.
WORLDWIDE EMERGING MARKETS FUND: The investment objective of this
Fund is to obtain long-term capital appreciation by 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.
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
Trustees of each Fund 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
prospectus, 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 Fund 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
14
<PAGE>
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. The death benefit will be paid to the
surviving Beneficiary or Beneficiaries specified in the application or
as subsequently changed.
The Policy provides three death benefit options: "Death Benefit Option
A," "Death Benefit Option B," and "Death Benefit Option C." The death
benefit under all options 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 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.
(See Illustrations of Death Benefits and Cash Values, Appendix A.)
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 shown below. 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). (See Illustrations of Death
Benefits and Cash Values, Appendix A.)
<TABLE>
- --------------------------------------------------------------------------
APPLICABLE PERCENTAGE OF CASH VALUE TABLE <F*>
- --------------------------------------------------------------------------
<CAPTION>
Insured Person's Age Policy Account Multiple Percentage
- --------------------------------------------------------------------------
<S> <C>
40 or under 250%
- --------------------------------------------------------------------------
45 215%
- --------------------------------------------------------------------------
50 185%
- --------------------------------------------------------------------------
55 150%
- --------------------------------------------------------------------------
60 130%
- --------------------------------------------------------------------------
65 120%
- --------------------------------------------------------------------------
70 115%
- --------------------------------------------------------------------------
78 to 90 105%
- --------------------------------------------------------------------------
95 or older 100%
- --------------------------------------------------------------------------
<FN>
<F*>For ages that are not shown on this table, the applicable percentage
multiples will decrease by a ratable portion for each full year.
</TABLE>
<PAGE>
DEATH BENEFIT OPTION C. Under Death Benefit Option C, the death benefit
is equal to the current Face Amount of the Policy or, if greater, the
Cash Value on the date of death multiplied by the "Attained Age factor"
(a list of sample Attained Age factors is shown in the Sample Attained
Age Factor Table below). Accordingly, under Death Benefit Option C the
death benefit will remain level at the Face Amount unless the Cash Value
multiplied by the Attained Age factor exceeds the current Face Amount,
in which case the amount of the death benefit will vary as the Cash
Value varies. (See Illustrations of Death Benefits and Cash Values,
Appendix A.)
15
<PAGE>
<PAGE>
<TABLE>
- ----------------------------------------------------------------------
DEATH BENEFIT OPTION C
SAMPLE ATTAINED AGE FACTOR TABLE
- ----------------------------------------------------------------------
<CAPTION>
INSURED MALE LIVES FEMALE LIVES
ATTAINED AGE FACTOR FACTOR
- ----------------------------------------------------------------------
<S> <C> <C>
20 6.39373 7.62992
- ----------------------------------------------------------------------
25 5.50505 6.48136
- ----------------------------------------------------------------------
30 4.68733 5.49185
- ----------------------------------------------------------------------
35 3.97255 4.64894
- ----------------------------------------------------------------------
40 3.37168 3.94230
- ----------------------------------------------------------------------
45 2.87784 3.36481
- ----------------------------------------------------------------------
50 2.47279 2.88712
- ----------------------------------------------------------------------
55 2.14116 2.49005
- ----------------------------------------------------------------------
60 1.87392 2.15766
- ----------------------------------------------------------------------
65 1.65835 1.87615
- ----------------------------------------------------------------------
70 1.48797 1.64736
- ----------------------------------------------------------------------
75 1.35451 1.46009
- ----------------------------------------------------------------------
80 1.25595 1.31875
- ----------------------------------------------------------------------
85 1.18113 1.21344
- ----------------------------------------------------------------------
90 1.12767 1.13972
- ----------------------------------------------------------------------
95 1.07472 1.07637
- ----------------------------------------------------------------------
</TABLE>
CHANGES IN DEATH BENEFIT OPTION. After the first Policy Anniversary, if
the Policy was issued with either Death Benefit Option A or Death
Benefit Option B, the death benefit option 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. (See Federal Tax Matters.)
A Death Benefit Option A Policy may change its death benefit option to
Death Benefit Option B. The Face Amount will be decreased to equal
the death benefit less the Cash Value on the effective date of change.
A Death Benefit Option B Policy may change its death benefit option to
Death Benefit Option A. The Face Amount will be increased to equal the
death benefit on the effective date of change. A Policy issued under
Death Benefit Option C may not change to either Death Benefit Option A
or Death Benefit Option B for the entire lifetime of the Contract.
Similarly, a Policy issued under either Death Benefit Option A or B may
not change to Death Benefit Option C for the lifetime of the Policy.
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. 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
Monthly Deduction - 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 and 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 Monthly
Deduction - 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 by the Company. If approved, the increase
will become effective as of the Monthly Anniversary on or following
receipt of the application by the Company. In addition, the Insured
must have an Attained Age of not greater than 80 on the effective date
of the increase. The increase may not be less than $25,000. Although
an application for an increase need not be accompanied by an additional
premium, the Cash Surrender Value in effect immediately after the
increase must be sufficient to cover the next monthly deduction. 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 Deduction.)
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.
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 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
16
<PAGE>
<PAGE>
meet these requirements. Decreases will be applied to prior increases
in the Face Amount, if any, in the reverse order in which such increases
occurred, and then to the original Face Amount. This order of reduction
will be used to determine the amount of subsequent cost of insurance
charges (See Monthly Deduction - Cost of Insurance; and 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 Payment from the Separate Account.) The death benefit
will be increased by 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%. Provisions for settlement of proceeds 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 Loan Account
(securing Policy Loans), and, in certain contracts, the General Account.
The Policy's Cash Value in the Separate Account will reflect the
investment performance of the chosen Divisions of the Separate Account
as measured by each Division's Net Investment Factor (defined below),
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, Partial
Withdrawals, and Pro Rata Surrender.) The Policy's Cash Value in the
Separate Account equals the sum of the Policy's Cash Values in each
Division. There is no guaranteed minimum Cash Value.
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. (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 due to a pro rata surrender from the Division
during the current Valuation Period; minus
(9) Any withdrawal or surrender charges incurred during the
current Valuation Period attributed to the Division in connection
with a partial withdrawal or pro rata surrender; minus
(10) 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.)
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:
(1) The value of the assets at the end of the preceding Valuation
Period; plus
17
<PAGE>
<PAGE>
(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 to be properly attributable
to the Divisions of the Separate Account, 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 equal to .0019111% of the average net assets for
each day in the Valuation Period. This is equivalent to an
effective annual rate of 0.70% per year 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 the Cash Value of the Policy on the date the loan
request is received, less interest to the next loan interest due date,
less anticipated monthly deductions to the next loan interest due date,
less any existing loan, and less any surrender charge. Policy Loan
interest is payable on each Policy Anniversary.
The minimum amount that may be borrowed is $500. The loan may be
completely or partially 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 interest due 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 4% ("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 in Policy Years one through ten, we
accrue interest at a discretionary earnings rate which is .85% less than
the borrowing rate we charge for Policy Loan interest. Beginning in
Policy Year eleven we accrue interest at a discretionary earnings rate
which is .50% 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 Loan Spreads mentioned above
are currently in effect and are not guaranteed.
Interest credited 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 credited will also be transferred: (1) when a new
loan is made; (2) when a 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 charged is provided below.
18
<PAGE>
<PAGE>
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 on each Policy
Anniversary. If the Owner does not pay the interest when it is due, the
unpaid loan interest will be added to the outstanding Indebtedness as of
the due date and will be charged interest at the same rate as the rest
of the Indebtedness. (See Effect of Policy Loans below.) 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 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) Five Percent (5%).
The Published Monthly Average means:
(1) Moody's Corporate Bond Yield Average - Monthly Average
Corporate, as published by Moody's Investors Service, Inc. or any
successor to that service; or
(2) If that average is no longer published, a substantially
similar average, established by regulation issued by the insurance
supervisory official of the state in which this Policy is issued.
If the Maximum Limit for a Policy Year, as determined in this manner, is
at least 0.50% higher than the borrowing rate determined by General
American for the previous Policy Year, General American may increase the
borrowing rate to not more than the Maximum Limit. Therefore the
borrowing rate we charge for Policy Loan interest will only change if
the Published Monthly Average differs from the previous rate by at least
0.50%.
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. 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 (See Definitions) 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 Indebtedness exceeds the Cash
Value less any surrender charges, or 31 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 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 the 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, PARTIAL WITHDRAWALS AND PRO RATA SURRENDER
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
19
<PAGE>
<PAGE>
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, partial withdrawal, or a pro rata
surrender 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 plus any unpaid dividends determined prior to surrender (See
Dividends) to the Owner in a single sum. The Cash Surrender Value
equals the Cash Value on the date of surrender, less any Indebtedness,
and less any surrender charge. (See Charges and Deductions - Contingent
Deferred Sales Charge.) 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. Coverage under a 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.
(See Charges and Deductions - Contingent Deferred Sales Charge.) Partial
withdrawals made during a Policy Year may not exceed the following
limits. The maximum amount that may be withdrawn from a Division of the
Separate Account is the Policy's Cash Value net of any applicable
surrender charges in that Division. The total partial withdrawals and
transfers from the General Account over the Policy Year may not exceed a
maximum amount equal to the greatest of the following: (1) 25% of the
Cash Surrender Value in the General Account at the beginning of the
Policy Year, (2) $5,000, (3) the previous Policy Year's maximum amount.
The Owner may allocate the amount withdrawn plus any applicable
surrender charge, 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.)
No amount may be withdrawn that would result in there being insufficient
Cash Value to meet any surrender charge 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 or Death Benefit Option C 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 charge resulting from that partial withdrawal. 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
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. The Company may change the minimum amount required
for a partial withdrawal or the number of times partial withdrawals may
be made.
PRO RATA SURRENDER. After the first Policy Year, an Owner can make a
pro rata surrender of the Policy. The pro rata surrender will reduce
the Face Amount and the Cash Value by a percentage chosen by the
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Owner. This percentage must be any whole number. A pro rata surrender
may have Federal income tax consequences. (See Federal Tax Matters.)
The percentage will be applied to the Face Amount and the Cash Value on
the Monthly Anniversary on or following our receipt of the request.
The Owner may allocate the amount of decrease in Cash Value plus any
applicable surrender charge among the Divisions of the Separate Account
and the General Account. (See Charges and Deductions - Contingent
Deferred Sales Charge.) If no allocation is specified, then the decrease
in Cash Value and any applicable surrender 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, on the date the request for pro rata
surrender is received.
A pro rata surrender can not be processed if it will reduce the Face
Amount below the minimum Face Amount of the Policy. No pro rata
surrender will be processed for more Cash Surrender Value than is
available on the date of the pro rata surrender. A cash payment will be
made to the Owner for the amount of Cash Value reduction less any
applicable surrender charges.
Pro rata surrenders may affect the way in which the cost of insurance
charge is calculated and the amount of the pure insurance protection
afforded under the Policy. (See Monthly Deduction - Cost of Insurance.)
Pro rata surrenders will be applied to prior increases in the Face
Amount, if any, in the reverse order in which such increases occurred,
and then to the original Face Amount.
CHARGES ON SURRENDER, PARTIAL WITHDRAWALS AND PRO RATA SURRENDER. If a
Policy is surrendered within the first ten Policy Years, the Deferred
Contingent Sales Charge will apply. (See Contingent Deferred Sales
Charge.)
A partial withdrawal or pro rata surrender may also result in a charge.
The amount of the charge assessed is a portion of the Contingent
Deferred Sales Charge that would be deducted upon surrender or lapse.
Charges are described in more detail under Charges and Deductions -
Contingent Deferred Sales Charge.
While partial withdrawals and pro rata surrenders are each methods of
reducing a Policy's Cash Value, a pro rata surrender differs from a
partial withdrawal in that a partial withdrawal does not typically have
a proportionate effect on a Policy's death benefit by reducing the
Policy's Face Amount, while a pro rata surrender does. Assuming that a
Policy's death benefit is not a percentage of the Policy's Cash Value, a
pro rata surrender will reduce the Policy's death benefit in the same
proportion that the Policy's Cash Value is reduced, while a partial
withdrawal will reduce the death benefit by one dollar for each dollar
of Cash Value withdrawn. Partial Withdrawals and Pro Rata Surrenders
will also result in there being different cost of insurance charges
subsequently deducted. (See Monthly Deduction - Cost of Insurance;
Surrender, Partial Withdrawals and Pro Rata Surrender - Partial
Withdrawals; and Surrender, Partial Withdrawals, and Pro Rata
Surrender - Pro Rata Surrender.)
TRANSFERS
Under General American's current practices, a Policy's Cash Value,
except amounts credited to the Loan Account, may be transferred among
the Divisions of the Separate Account and for certain contracts, 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 from or among Divisions of the Separate Account
must be made 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 ordinarily 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 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, the maximum
General Account allocation percent, and the frequency of such transfers.
General American may in the future impose a charge of no more than $25
per transfer request.
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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 the Cash Value in the
General Account and in the Divisions of the Separate Account to the
percentages 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 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, or 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
guarantee that DCA will result in a profit or protect against loss.
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.
(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 -
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Loans, and Policy Rights - Conversion Privilege.)
(9) DCA transfers will not be made until the Right to Examine
Policy period has expired (See Policy Rights - 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) or
within 45 days after the application was signed, whichever is later. 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 - Death
Benefit) may also be canceled. The request for cancellation must be
made within the later of 20 days from the date the Owner received the
new Policy specifications page for the increase, or 45 days after the
application for the increase was signed.
PAYMENTS OF BENEFITS AT MATURITY
If the Insured is living and the Policy is in force, the Company will
pay in a lump sum the Cash Surrender Value of the Policy on the Maturity
Date, plus any unpaid dividends determined prior to maturity. Amounts
payable on the Maturity Date ordinarily will be paid in a lump sum
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 100. Settlement options other than a lump sum
payment may only be made upon written agreement with the Company.
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 regularly underwritten contracts
and, should they become available in the future, to Insureds of Issue
Ages 0 through 64 for simplified issue and guaranteed issue contracts.
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 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 according to the Issue Age, sex,
underwriting risk class, and smoker status 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.
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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. The intended
Owner is deemed to have the Policy for inspection only.
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 an 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. For policies issued with Death Benefit
Option C, the company reserves the right to impose other restrictions
upon the amount of premium that may be paid into the Policy. 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 (if available), or both.
For each Division chosen, the minimum percentage that may be allocated
to a Division is 5% of the Net Premium, and fractional percentages may
not be used. Certain other restrictions apply to allocations made to
the General Account (see General Account). For policies issued with an
allowable percentage to the General Account of more than 5%, the minimum
percentage is 5%, and fractional percentages may not be used.
The allocation for future Net Premiums may be changed without charge at
any time by providing notice to the Company. Any change in allocation
will take effect immediately upon receipt by the Company of written
notice. No charge is imposed for changing the allocations of future
premiums. The initial allocation will be shown on the application which
is attached to the Policy. The Company may at any time modify the
maximum percentage of future Net Premiums that may be allocated to the
General Account.
During the period from the Issue Date to the end of the Right to Examine
Policy Period (See Policy Rights - Right to Examine Policy), Net
Premiums will automatically be allocated to the Division that invests in
the Money Market Fund of Capital Company. 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.
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The Policy's Cash Value may also be transferred between Divisions of the
Separate Account, and, if the General Account is available under the
Policy, 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 at the beginning
of the grace period by mail addressed to the last known address on file
with the Company. The notice to the Owner will indicate the amount of
additional premium that must be paid. The amount of the premium
required to keep the Policy in force will be the amount 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 within the grace period, the Policy will
lapse and terminate without Cash Value.
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:
1. 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 Cash Value of an equal amount
also to be reinstated. Any loan interest due and unpaid on the
Policy Anniversary prior to reinstatement must be repaid at the
time of reinstatement. Any loan paid at the time of reinstatement
will cause an increase in Cash Value equal to the amount to be
reinstated.
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 Loan paid at the time of
reinstatement, and the amount of any surrender charge paid at the time
of lapse. 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 will be 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 charge in effect at the time of reinstatement will equal
the surrender charge in effect at the time of lapse.
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 Policy 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 not to exceed 5% of each premium payment
will be deducted from each
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premium payment to partially compensate the Company for expenses
incurred in distributing the Policy and any additional benefits provided
by riders. The Company currently intends to deduct a sales charge of 5%
in Policy Years one through ten and 2.25% in Policy Years past Policy
Year ten. The expenses covered by the sales charge 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. No increase in this sales charge will occur that
would result in an increase in the sales charge percentage deducted in
any previous Policy year.
A Contingent Deferred Sales Charge is also imposed under certain
circumstances for expenses incurred in distributing the Policies. That
charge is discussed below.
To the extent that sales expenses are not recovered from the sales
charge and the surrender charge, those expenses may be recovered from
other sources, including the mortality and expense risk charge described
below.
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 2.5% of the premium is taken from each premium
payment for these taxes. The deduction 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) the cost of insurance; and (c) 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, record keeping,
processing death benefit claims, cash surrenders, partial withdrawals,
Policy changes, and 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 $4 per month for all Policy
Months. 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.
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 cost of insurance charge by multiplying
the applicable cost of insurance rate or rates by the net amount at risk
(defined below) 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, duration, rate
class, and sex (except for Policies sold in Montana, (See Unisex
Requirements Under 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. 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
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benefit. The rate class for such increase will be the same as that used
for the most recent increase that required proof of insurability.
The Company currently places Insureds into a preferred rate class, a
standard rate class, or into rate classes involving a higher mortality
risk. The degree of underwriting imposed may vary from full
underwriting, to simplified issue underwriting, and should it become
available in the future, to guaranteed issue underwriting.
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. For fully underwritten and
simplified issue Policies which are not in a substandard risk class, the
guaranteed cost of insurance rates are equal to 100% of the rates set
forth in the male/female 1980 CSO Mortality Tables (1980 CSO Table A and
1980 CSO Table G), age nearest birthday. Higher rates apply if the
Insured is determined to be in a substandard risk class.
In two otherwise identical Policies, an Insured in the preferred rate
class will have a lower cost of insurance than an Insured in a rate
class involving higher mortality risk. For rate classes other than the
guaranteed issue rate class, 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.) Policies issued with simplified underwriting or
guaranteed issue, if it would become available in the future, will in
general incur a higher cost of insurance than Policies issued under full
underwriting. Guaranteed issue Policies will in general incur the
highest cost of insurance rates.
The net amount at risk for a Policy Month is (a) the death benefit at
the beginning of the Policy Month divided by 1.0032737 (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 4%), less (b) the Cash Value at the beginning of the Policy
Month. If there is an increase in the 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 or Death Option C 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.
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")
For a period of up to ten years after the Issue Date, the Company will
impose a CDSC upon surrender or lapse of the Policy, upon a partial
withdrawal, or upon a pro rata surrender. The amount of the charge
assessed will depend upon a number of factors, including the type of
event (a full surrender, lapse, or partial withdrawal), the amount of
any premium payments made under the Policy prior to the event, and the
number of Policy Years having elapsed since the Policy was issued.
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. If a Policy is surrendered, the charge will be
the Contingent Deferred Sales Charge Percentage multiplied by 4.0% of
premiums paid since issue.
The Contingent Deferred Sales Charge Percentage is shown in the
following table.
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<PAGE>
<TABLE>
CONTINGENT DEFERRED SALES CHARGE
PERCENTAGE TABLE
<CAPTION>
IF SURRENDER OR LAPSE THE PERCENTAGE OF THE
OCCURS IN THE LAST MONTH SURRENDER CHARGE
OF POLICY YEAR:<F*> PAYABLE WILL BE:<F**>
<S> <C>
1 through 5 100%
6 80%
7 60%
8 40%
9 20%
10 and later 0%
<FN>
<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.
<F**>For male issue ages 75 through 80 and female issue ages 77
through 80, the Contingent Deferred Sales Charge Percentage grades
to 0% in less than ten years.
</TABLE>
CHARGE ASSESSED UPON PARTIAL WITHDRAWALS OR PRO RATA SURRENDER. The
amount of the Contingent Deferred Sales Charge deducted upon a partial
withdrawal or pro rata surrender 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 withdrawal of
cash by the Cash Value before the withdrawal and multiplying the result
by the charge. Immediately after a withdrawal, the Policy's remaining
surrender charge will equal the amount of the surrender charge
immediately before the withdrawal less the amount deducted in connection
with the withdrawal.
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 Sales Charge, Contingent Deferred Sales
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; or from the amount of projected premium
payments. 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 .0019111% of the average
net assets of each Division of the Separate Account which equals an
effective annual rate of .70% of those net assets. This deduction is
guaranteed not to increase while the Policy is in force. 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, RIF, 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 such a
charge for any such 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.)
<PAGE>
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. If the Insured
dies after the dividend has been determined, the Company will pay any
unpaid dividend to the Beneficiary.
Dividends under participating policies may be described as refunds of
premiums which adjust the cost of a Policy to the actual level of costs
emerging
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<PAGE>
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. 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
dividend under Dividend Option B until such time as the Owner requests
in writing a different option.
DIVIDEND OPTION A: Cash. The amount of the dividend will be paid in
cash.
DIVIDEND 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 be increased by the amount of the dividend. The
dividend will be allocated to the General Account (if available) and the
Divisions of the Separate Account according to the current allocation of
the Net Premium.
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.
At issue, General American will determine the maximum percentage of the
non-borrowed Cash Value that may be allocated, either initially or by
transfer, to the General Account. The ability to allocate Net Premiums
or to transfer Cash Value to the General Account may not be made
available, in the Company's discretion, under certain Policies.
Further, the option may be limited with respect to some Policies. The
Company may, from time to time, adjust the extent to which premiums or
Cash Value may be allocated to the General Account (the "maximum
allocation percentage"). Such adjustments may not be uniform as to all
Policies. General American may at any time modify the General Account
maximum allocation percent. Subject to this maximum, an Owner may elect
to allocate Net Premiums to the General Account, the Separate Account,
or both. Subject to this maximum, 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 of Net Premiums or the transfer of Cash Value 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 allocated to the General Account will accrue interest at
a rate of at least 4%, compounded annually, independent of the actual
investment experience of the General Account.
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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, pro rata surrenders, 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 Death Benefit Option A, B
or C 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 no less than 4% per year,
compounded annually. General American may, AT ITS SOLE DISCRETION,
credit a higher rate of interest, although it is not obligated to credit
interest in excess of 4% 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 4% 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 4%
PER YEAR. If excess interest is credited, a different rate of interest
may be applied to the Cash Value in the Loan Account. The Cash 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 4% 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, pro rata surrenders, 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 may not exceed a Maximum Amount equal to
the greater of (a) 25% of a Policy's Cash Surrender Value in the General
Account at the beginning of the Policy Year, (b) $5,000, or (c) the
previous Policy Year's Maximum Amount (not to exceed the total Cash
Surrender Value of the Policy).
Transfers to the General Account are limited by the maximum allocation
percentage (described below) in effect for a Policy at the time a
transfer request is made.
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 or 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 to or from the General Account at any time. Partial withdrawals
and pro rata surrenders will result in the imposition of the applicable
surrender charge.
Transfers, surrenders, partial withdrawals and pro rata surrenders
payable from the General Account and the payment of Policy Loans
allocated to the General Account may, subject to certain limitations, 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. Amounts from
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<PAGE>
<PAGE>
the General Account used to pay premiums on policies with General
American will not be delayed.
GENERAL MATTERS
POSTPONEMENT OF PAYMENTS FROM THE SEPARATE ACCOUNT
The Company usually pays amounts payable on partial withdrawal, pro rata
surrender, surrender, or Policy Loan 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, pro rata surrender, death of Insured, or
the Maturity Date, as well as payments of a Policy Loan and transfers,
may be postponed whenever: (1) the New York Stock 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; (2) the SEC
by order permits postponement for the protection of Owners; or (3) 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 the Owner's check has cleared the bank upon
which it was drawn.
THE CONTRACT
The Policy, the attached application, any riders, endorsements, any
application for an increase in Face Amount, and any application for
reinstatement 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 or entity
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. After the Maturity
Date, the Owner cannot change the payee nor the mode of payment, unless
otherwise provided in the Policy. 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 by joint action. 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. 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.
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/or 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.
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<PAGE>
<PAGE>
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 or addition of a rider after the Issue Date is 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 outstanding Indebtedness subject to certain limitations,
if the Insured, while sane or insane, dies by suicide within two years
after the effective date of an 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 any Policies sold in Montana; see Unisex
Requirements Under 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. Upon receipt of the forms requested for a Non-
Smoker risk classification and proof satisfactory to the Company, the
Rate Class will be 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
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providing the additional benefits may vary from state to state, and the
Policy should be consulted. 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 DEDUCTION RIDER. Provides for the waiver of the
monthly deductions 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 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.
INCREASING BENEFIT OPTION RIDER. Allows the Owner to increase the Face
Amount of the Policy without evidence of insurability. The increase is
made on each Policy Anniversary.
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 the Capital Company, RIF, VIP, VIP II, and Van Eck and a list of the
securities held in each Fund. Receipt of premium payments, transfers,
partial withdrawals, pro rata surrenders, 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 Policy 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 Policy, 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.
Writing agents will receive commissions based on a commission schedule
and rules. Currently, agent first-year commissions equal 7.50% of
target premiums and 2.00% of excess premium paid in Policy Year 1. In
renewal years, the agent commissions equal 4.0% of premiums paid in
years 2 through 10. A 2.50% of premium service fee is paid after Policy
year 10. For Policy years after Policy Year 1, a commission of .20% of
the average monthly Cash Value for each Policy Year is paid. Reductions
may be possible under the circumstances outlined in the section entitled
Reduction of Charges. General Agents receive compensation which may be
in part based on the level of agent commissions in their agencies.
Walnut Street receives no administrative fees, management fees, or other
fee income from sales of the Policies.
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.
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TAX STATUS OF THE POLICY
Section 7702 of the Internal Revenue Code of 1986, as amended (the
"Code") includes a definition of a 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 (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, RIF, 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.
l. 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
34
<PAGE>
<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 Policy's 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 upon
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 thereon, are treated as distributions
from such a Policy and taxed accordingly. Third, a 10 percent
additional income tax is imposed on the portion of
35
<PAGE>
<PAGE>
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 contracts are generally treated as first recovering the
investment in the Policy (described below) 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 percent 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.
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:
36
<PAGE>
(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 MONTANA LAW
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 Fund 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 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 are not attributable to Policies in the same proportion.
Each person having a voting interest in a Division will receive any
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 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
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<PAGE>
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.
38
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<PAGE>
<TABLE>
MANAGEMENT OF THE COMPANY
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
PRINCIPAL OFFICERS <F**>
- ------------------------
<S> <C>
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.
Robert J. Banstetter, Sr. Vice President, General Counsel and Secretary, 2/91-present.
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.
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.
A. Greig Woodring President and Chief Executive Officer, Reinsurance Group of
America, 12/92-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 and
for Ms. Snyder 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.
39
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<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
DIRECTORS
- ---------
<C> <S>
August A. Busch III Chairman of the Board and President, Anheuser-Busch Companies, Inc.
Anheuser-Busch Companies, Inc. (beer business).
One Busch Place
St. Louis, Missouri 63118
William E. Cornelius Retired Chairman and Chief Executive Officer, Union Electric
Union Electric Company Company (electric utility business).
P.O. Box 149
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 specialty stores).
Edison Brothers Stores, Inc.
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).
11420 Lackland Road
P.O. Box 46928
St. Louis, Missouri 63146
William P. Stiritz Chairman, Chief Executive Officer and President, Ralston Purina
Ralston Purina Company Company (pet food, batteries, and bread business); Chairman,
Checkerboard Square Ralcorp Holdings, Inc. (ready-to-eat cereal, baby food, ski resorts).
St. Louis, Missouri 63164
Andrew C. Taylor Chief Executive Officer and President, Enterprise Rent-A-Car (car
Enterprise Rent-A-Car rental).
600 Corporate Park Drive
St. Louis, Missouri 63105
40
<PAGE>
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
DIRECTORS (CONTINUED)
- ---------------------
<C> <S>
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).
Edward Jones
12555 Manchester
St. Louis, Missouri 63131-3729
Virginia V. Weldon, M.D. Senior Vice President, Public Policy, Monsanto Company
Monsanto Company (chemicals diversified industry, pharmaceuticals, life science
800 North Lindbergh products, and food ingredients business).
St. Louis, Missouri 63167
Ted C. Wetterau President, Wetterau Associates, L.L.C. Retired Chairman and Chief
Wetterau Associates, L.L.C. Executive Officer, Wetterau Incorporated (retail and wholesale
7700 Bonhomme, Suite 750 grocery, manufacturing business).
St. Louis, Missouri 63105
<FN>
<F*>All positions listed are with General American unless otherwise indicated.
</TABLE>
41
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<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 four of the seventeen Divisions of the Separate Account
because those Divisions have only recently been established, and
therefore no operating history exists for those Divisions.
42
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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 on pages A-2 through A-10 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 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
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 .70% charge for mortality and
expense risk, and an assumed .70% charge for the investment Advisory fee
and administrative expenses combined. 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 Worldwide Insurance Trust. 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 -1.40%, 4.60%, and 10.60%,
respectively. The Prospectuses for General American Capital Company,
Russell Insurance Funds, Variable Insurance Products Fund, Variable
Insurance Products Fund II, and Van Eck Worldwide Insurance Trust should
be consulted for details about the nature and extent of their expenses.
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.
43
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<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: $2,162
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 0.0% (NET RATE @ -1.40%)
======== 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 2,162 2,270 1,709 1,796 100,000 1,709 1,796 100,000
2 47 2,162 4,653 3,350 3,523 100,000 3,052 3,225 100,000
3 48 2,162 7,155 4,914 5,173 100,000 4,344 4,604 100,000
4 49 2,162 9,783 6,425 6,771 100,000 5,586 5,931 100,000
5 50 2,162 12,542 7,896 8,329 100,000 6,772 7,205 100,000
6 51 2,162 15,439 9,444 9,859 100,000 8,008 8,423 100,000
7 52 2,162 18,481 10,988 11,351 100,000 9,216 9,580 100,000
8 53 2,162 21,674 12,540 12,817 100,000 10,394 10,670 100,000
9 54 2,162 25,028 14,092 14,247 100,000 11,533 11,689 100,000
10 55 2,162 28,549 15,643 15,643 100,000 12,629 12,629 100,000
11 56 2,162 32,246 17,103 17,103 100,000 13,487 13,487 100,000
12 57 2,162 36,128 18,533 18,533 100,000 14,258 14,258 100,000
13 58 2,162 40,204 19,916 19,916 100,000 14,941 14,941 100,000
14 59 2,162 44,484 21,264 21,264 100,000 15,531 15,531 100,000
15 60 2,162 48,978 22,577 22,577 100,000 16,023 16,023 100,000
16 61 2,162 53,697 23,830 23,830 100,000 16,408 16,408 100,000
17 62 2,162 58,652 25,025 25,025 100,000 16,674 16,674 100,000
18 63 2,162 63,854 26,154 26,154 100,000 16,805 16,805 100,000
19 64 2,162 69,317 27,212 27,212 100,000 16,784 16,784 100,000
20 65 2,162 75,052 28,200 28,200 100,000 16,592 16,592 100,000
25 70 2,162 108,330 31,890 31,890 100,000 12,416 12,416 100,000
30 75 2,162 150,801 32,684 32,684 100,000 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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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.
44
<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: $2,162
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.60%)
======== 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 2,162 2,270 1,824 1,910 100,000 1,824 1,910 100,000
2 47 2,162 4,653 3,691 3,864 100,000 3,384 3,557 100,000
3 48 2,162 7,155 5,594 5,853 100,000 4,989 5,249 100,000
4 49 2,162 9,783 7,559 7,905 100,000 6,642 6,988 100,000
5 50 2,162 12,542 9,603 10,035 100,000 8,342 8,774 100,000
6 51 2,162 15,439 11,844 12,259 100,000 10,194 10,609 100,000
7 52 2,162 18,481 14,209 14,572 100,000 12,124 12,487 100,000
8 53 2,162 21,674 16,712 16,989 100,000 14,132 14,409 100,000
9 54 2,162 25,028 19,350 19,506 100,000 16,215 16,371 100,000
10 55 2,162 28,549 22,130 22,130 100,000 18,369 18,369 100,000
11 56 2,162 32,246 24,985 24,985 100,000 20,406 20,406 100,000
12 57 2,162 36,128 27,983 27,983 100,000 22,480 22,480 100,000
13 58 2,162 40,204 31,111 31,111 100,000 24,595 24,595 100,000
14 59 2,162 44,484 34,386 34,386 100,000 26,752 26,752 100,000
15 60 2,162 48,978 37,819 37,819 100,000 28,952 28,952 100,000
16 61 2,162 53,697 41,399 41,399 100,000 31,196 31,196 100,000
17 62 2,162 58,652 45,139 45,139 100,000 33,481 33,481 100,000
18 63 2,162 63,854 49,049 49,049 100,000 35,804 35,804 100,000
19 64 2,162 69,317 53,139 53,139 100,000 38,161 38,161 100,000
20 65 2,162 75,052 57,427 57,427 100,000 40,552 40,552 100,000
25 70 2,162 108,330 82,526 82,526 100,000 53,144 53,144 100,000
30 75 2,162 150,801 115,392 115,392 123,469 67,447 67,447 100,000
</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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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.
45
<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: $2,162
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.60%)
======== 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 2,162 2,270 1,938 2,025 100,000 1,938 2,025 100,000
2 47 2,162 4,653 4,045 4,218 100,000 3,730 3,903 100,000
3 48 2,162 7,155 6,330 6,590 100,000 5,691 5,950 100,000
4 49 2,162 9,783 8,838 9,184 100,000 7,840 8,186 100,000
5 50 2,162 12,542 11,607 12,039 100,000 10,196 10,629 100,000
6 51 2,162 15,439 14,781 15,196 100,000 12,886 13,301 100,000
7 52 2,162 18,481 18,313 18,677 100,000 15,861 16,224 100,000
8 53 2,162 21,674 22,253 22,530 100,000 19,148 19,424 100,000
9 54 2,162 25,028 26,632 26,787 100,000 22,774 22,930 100,000
10 55 2,162 28,549 31,496 31,496 100,000 26,775 26,775 100,000
11 56 2,162 32,246 36,855 36,855 100,000 31,000 31,000 100,000
12 57 2,162 36,128 42,832 42,832 100,000 35,654 35,654 100,000
13 58 2,162 40,204 49,468 49,468 100,000 40,794 40,794 100,000
14 59 2,162 44,484 56,852 56,852 100,000 46,485 46,485 100,000
15 60 2,162 48,978 65,075 65,075 100,000 52,804 52,804 100,000
16 61 2,162 53,697 74,231 74,231 100,000 59,838 59,838 100,000
17 62 2,162 58,652 84,422 84,422 108,060 67,688 67,688 100,000
18 63 2,162 63,854 95,703 95,703 120,586 76,476 76,476 100,000
19 64 2,162 69,317 108,187 108,187 134,152 86,301 86,301 107,014
20 65 2,162 75,052 122,007 122,007 148,848 97,123 97,123 118,490
25 70 2,162 108,330 216,521 216,521 251,165 169,615 169,615 196,754
30 75 2,162 150,801 373,725 373,725 399,886 286,992 286,992 307,081
</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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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.
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 INCREASING (OPTION B) ANNUAL PREMIUM: $6,288
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 0.0% (NET RATE @ -1.40%)
======== 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 6,288 6,603 5,306 5,557 105,557 5,306 5,557 105,557
2 47 6,288 13,536 10,486 10,989 110,989 10,177 10,680 110,680
3 48 6,288 20,815 15,531 16,285 116,285 14,938 15,693 115,693
4 49 6,288 28,459 20,466 21,472 121,472 19,587 20,593 120,593
5 50 6,288 36,484 25,305 26,563 126,563 24,121 25,379 125,379
6 51 6,288 44,911 30,363 31,570 131,570 28,841 30,048 130,048
7 52 6,288 53,759 35,427 36,484 136,484 33,537 34,594 134,594
8 53 6,288 63,050 40,512 41,317 141,317 38,206 39,011 139,011
9 54 6,288 72,805 45,606 46,059 146,059 42,839 43,292 143,292
10 55 6,288 83,048 50,710 50,710 150,710 47,429 47,429 147,429
11 56 6,288 93,804 55,571 55,571 155,571 51,419 51,419 151,419
12 57 6,288 105,096 60,390 60,390 160,390 55,255 55,255 155,255
13 58 6,288 116,954 65,110 65,110 165,110 58,936 58,936 158,936
14 59 6,288 129,404 69,745 69,745 169,745 62,457 62,457 162,457
15 60 6,288 142,477 74,295 74,295 174,295 65,813 65,813 165,813
16 61 6,288 156,204 78,726 78,726 178,726 68,992 68,992 168,992
17 62 6,288 170,617 83,039 83,039 183,039 71,983 71,983 171,983
18 63 6,288 185,750 87,223 87,223 187,223 74,770 74,770 174,770
19 64 6,288 201,641 91,268 91,268 191,268 77,333 77,333 177,333
20 65 6,288 218,325 95,176 95,176 195,176 79,655 79,655 179,655
25 70 6,288 315,129 112,314 112,314 212,314 87,169 87,169 187,169
30 75 6,288 438,677 124,271 124,271 224,271 85,685 85,685 185,685
</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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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 INCREASING (OPTION B) ANNUAL PREMIUM: $6,288
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.60%)
======== 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 6,288 6,603 5,649 5,900 105,900 5,649 5,900 105,900
2 47 6,288 13,536 11,520 12,023 112,023 11,201 11,704 111,704
3 48 6,288 20,815 17,612 18,366 118,366 16,980 17,735 117,735
4 49 6,288 28,459 23,958 24,964 124,964 22,994 24,000 124,000
5 50 6,288 36,484 30,584 31,842 131,842 29,248 30,505 130,505
6 51 6,288 44,911 37,816 39,023 139,023 36,052 37,259 137,259
7 52 6,288 53,759 45,454 46,511 146,511 43,207 44,263 144,263
8 53 6,288 63,050 53,525 54,330 154,330 50,718 51,523 151,523
9 54 6,288 72,805 62,033 62,485 162,485 58,587 59,040 159,040
10 55 6,288 83,048 70,991 70,991 170,991 66,817 66,817 166,817
11 56 6,288 93,804 80,224 80,224 180,224 74,858 74,858 174,858
12 57 6,288 105,096 89,945 89,945 189,945 83,169 83,169 183,169
13 58 6,288 116,954 100,099 100,099 200,099 91,758 91,758 191,758
14 59 6,288 129,404 110,719 110,719 210,719 100,631 100,631 200,631
15 60 6,288 142,477 121,828 121,828 221,828 109,791 109,791 209,791
16 61 6,288 156,204 133,413 133,413 233,413 119,241 119,241 219,241
17 62 6,288 170,617 145,498 145,498 245,498 128,977 128,977 228,977
18 63 6,288 185,750 158,096 158,096 258,096 138,994 138,994 238,994
19 64 6,288 201,641 171,220 171,220 271,220 149,282 149,282 249,282
20 65 6,288 218,325 184,896 184,896 284,896 159,832 159,832 259,832
25 70 6,288 315,129 262,146 262,146 362,146 216,318 216,318 316,318
30 75 6,288 438,677 355,596 355,596 455,596 277,380 277,380 377,380
</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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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 INCREASING (OPTION B) ANNUAL PREMIUM: $6,288
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.60%)
======== 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 6,288 6,603 5,992 6,244 106,244 5,992 6,244 106,244
2 47 6,288 13,536 12,595 13,098 113,098 12,267 12,770 112,770
3 48 6,288 20,815 19,862 20,617 120,617 19,192 19,946 119,946
4 49 6,288 28,459 27,888 28,895 128,895 26,833 27,839 127,839
5 50 6,288 36,484 36,767 38,024 138,024 35,262 36,520 136,520
6 51 6,288 44,911 46,902 48,109 148,109 44,860 46,068 146,068
7 52 6,288 53,759 58,182 59,238 159,238 55,510 56,566 156,566
8 53 6,288 63,050 70,730 71,535 171,535 67,303 68,108 168,108
9 54 6,288 72,805 84,656 85,109 185,109 80,342 80,795 180,795
10 55 6,288 83,048 100,097 100,097 200,097 94,738 94,738 194,738
11 56 6,288 93,804 117,097 117,097 217,097 110,064 110,064 210,064
12 57 6,288 105,096 136,023 136,023 236,023 126,912 126,912 226,912
13 58 6,288 116,954 156,973 156,973 256,973 145,438 145,438 245,438
14 59 6,288 129,404 180,181 180,181 280,181 165,813 165,813 265,813
15 60 6,288 142,477 205,895 205,895 305,895 188,225 188,225 288,225
16 61 6,288 156,204 234,351 234,351 334,351 212,878 212,878 312,878
17 62 6,288 170,617 265,851 265,851 365,851 239,992 239,992 339,992
18 63 6,288 185,750 300,714 300,714 400,714 269,810 269,810 369,810
19 64 6,288 201,641 339,298 339,298 439,298 302,595 302,595 402,595
20 65 6,288 218,325 382,011 382,011 482,011 338,642 338,642 438,642
25 70 6,288 315,129 674,710 674,710 782,663 580,578 580,578 680,578
30 75 6,288 438,677 1,161,247 1,161,247 1,261,247 970,215 970,215 1,070,215
</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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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 LEVEL (OPTION C) ANNUAL PREMIUM: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 0.0% (NET RATE @ -1.40%)
======== 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 5,551 5,829 4,669 4,892 100,000 4,669 4,892 100,000
2 47 5,551 11,949 9,234 9,678 100,000 8,955 9,399 100,000
3 48 5,551 18,376 13,689 14,355 100,000 13,166 13,832 100,000
4 49 5,551 25,123 18,061 18,950 100,000 17,304 18,192 100,000
5 50 5,551 32,209 22,364 23,474 100,000 21,370 22,480 100,000
6 51 5,551 39,648 26,874 27,940 100,000 25,632 26,698 100,000
7 52 5,551 47,459 31,408 32,341 100,000 29,912 30,845 100,000
8 53 5,551 55,661 35,977 36,688 100,000 34,211 34,922 100,000
9 54 5,551 64,273 40,575 40,974 100,000 38,529 38,929 100,000
10 55 5,551 73,316 45,198 45,198 100,479 42,866 42,866 100,000
11 56 5,551 82,810 49,604 49,604 107,243 46,713 46,713 100,993
12 57 5,551 92,780 53,977 53,977 113,544 50,436 50,436 106,095
13 58 5,551 103,248 58,268 58,268 119,313 54,037 54,037 110,650
14 59 5,551 114,239 62,486 62,486 124,601 57,518 57,518 114,696
15 60 5,551 125,780 66,633 66,633 129,445 60,880 60,880 118,270
16 61 5,551 137,898 70,688 70,688 133,838 64,121 64,121 121,404
17 62 5,551 150,622 74,655 74,655 137,818 67,240 67,240 124,129
18 63 5,551 163,982 78,530 78,530 141,414 70,234 70,234 126,474
19 64 5,551 178,010 82,308 82,308 144,655 73,098 73,098 128,469
20 65 5,551 192,739 85,994 85,994 147,583 75,832 75,832 130,142
25 70 5,551 278,198 102,991 102,991 158,313 87,605 87,605 134,662
30 75 0 355,059 92,678 92,678 129,383 73,201 73,201 102,192
</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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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 LEVEL (OPTION C) ANNUAL PREMIUM: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.60%)
======== 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 5,551 5,829 4,972 5,194 100,000 4,972 5,194 100,000
2 47 5,551 11,949 10,146 10,591 100,000 9,861 10,305 100,000
3 48 5,551 18,376 15,528 16,194 100,000 14,976 15,642 100,000
4 49 5,551 25,123 21,152 22,040 100,000 20,332 21,221 100,000
5 50 5,551 32,209 27,044 28,154 100,000 25,944 27,054 100,000
6 51 5,551 39,648 33,495 34,561 100,000 32,094 33,160 100,000
7 52 5,551 47,459 40,336 41,269 100,002 38,619 39,552 100,000
8 53 5,551 55,661 47,552 48,263 113,593 45,485 46,195 108,727
9 54 5,551 64,273 55,140 55,540 127,016 52,648 53,047 121,317
10 55 5,551 73,316 63,112 63,112 140,302 60,106 60,106 133,621
11 56 5,551 82,810 71,309 71,309 154,171 67,373 67,373 145,660
12 57 5,551 92,780 79,920 79,920 168,117 74,847 74,847 157,445
13 58 5,551 103,248 88,890 88,890 182,015 82,531 82,531 168,994
14 59 5,551 114,239 98,245 98,245 195,907 90,426 90,426 180,317
15 60 5,551 125,780 108,004 108,004 209,816 98,535 98,535 191,421
16 61 5,551 137,898 118,148 118,148 223,695 106,853 106,853 202,310
17 62 5,551 150,622 128,694 128,694 237,577 115,376 115,376 212,991
18 63 5,551 163,982 139,647 139,647 251,473 124,096 124,096 223,469
19 64 5,551 178,010 151,012 151,012 265,401 133,003 133,003 233,750
20 65 5,551 192,739 162,808 162,808 279,410 142,085 142,085 243,845
25 70 5,551 278,198 228,546 228,546 351,309 189,993 189,993 292,048
30 75 0 355,059 276,591 276,591 386,135 213,690 213,690 298,322
</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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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 LEVEL (OPTION C) ANNUAL PREMIUM: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.60%)
======== 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 5,551 5,829 5,275 5,497 100,000 5,275 5,497 100,000
2 47 5,551 11,949 11,096 11,540 100,000 10,803 11,247 100,000
3 48 5,551 18,376 17,517 18,183 100,000 16,936 17,603 100,000
4 49 5,551 25,123 24,631 25,519 100,000 23,747 24,635 100,000
5 50 5,551 32,209 32,528 33,638 100,000 31,314 32,424 100,000
6 51 5,551 39,648 41,565 42,631 106,392 39,993 41,059 102,468
7 52 5,551 47,459 51,596 52,528 127,286 49,582 50,515 122,407
8 53 5,551 55,661 62,716 63,427 149,284 60,132 60,842 143,201
9 54 5,551 64,273 75,019 75,419 172,479 71,712 72,111 164,915
10 55 5,551 73,316 88,614 88,614 196,996 84,396 84,396 187,620
11 56 5,551 82,810 103,528 103,528 223,828 97,781 97,781 211,402
12 57 5,551 92,780 120,064 120,064 252,562 112,352 112,352 236,339
13 58 5,551 103,248 138,285 138,285 283,159 128,211 128,211 262,531
14 59 5,551 114,239 158,381 158,381 315,824 145,463 145,463 290,064
15 60 5,551 125,780 180,549 180,549 350,747 164,222 164,222 319,030
16 61 5,551 137,898 204,939 204,939 388,020 184,604 184,604 349,521
17 62 5,551 150,622 231,775 231,775 427,870 206,730 206,730 381,637
18 63 5,551 163,982 261,281 261,281 470,506 230,723 230,723 415,480
19 64 5,551 178,010 293,700 293,700 516,171 256,709 256,709 451,161
20 65 5,551 192,739 329,324 329,324 565,183 284,823 284,823 488,811
25 70 5,551 278,198 566,934 566,934 871,462 463,142 463,142 711,919
30 75 0 355,059 906,923 906,923 1,266,110 688,985 688,985 961,858
</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 WORLDWIDE INSURANCE 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 WORLDWIDE INSURANCE 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>
APPENDIX B
<TABLE>
TARGET PREMIUM FACTORS PER THOUSAND OF FACE AMOUNT
MALE POLICY
<CAPTION>
Age Factor Age Factor Age Factor
<S> <C> <C> <C> <C> <C>
0 14.29 30 35.06 60 92.89
1 14.18 31 36.25 61 95.86
2 14.58 32 37.48 62 98.94
3 15.01 33 38.75 63 102.14
4 15.46 34 40.08 64 105.44
5 15.94 35 41.45 65 108.86
6 16.44 36 42.87 66 112.39
7 16.96 37 44.34 67 116.07
8 17.52 38 45.85 68 119.93
9 18.11 39 47.41 69 124.02
10 18.73 40 49.02 70 128.38
11 19.38 41 50.68 71 133.05
12 20.05 42 52.38 72 138.03
13 20.74 43 54.13 73 143.31
14 21.44 44 55.92 74 148.87
15 22.14 45 57.77 75 154.68
16 22.84 46 59.67 76 160.76
17 23.55 47 61.62 77 167.16
18 24.25 48 63.62 78 173.98
19 24.97 49 65.70 79 181.36
20 25.71 50 67.83 80 189.45
21 26.46 51 70.04 81 198.36
22 27.25 52 72.31 82 208.15
23 28.08 53 74.64 83 218.81
24 28.94 54 77.04 84 230.23
25 29.84 55 79.50 85 242.34
26 30.79 56 82.02 86 255.11
27 31.79 57 84.61 87 268.60
28 32.83 58 87.28 88 282.97
29 33.93 59 90.03 89 298.61
90 316.23
</TABLE>
53
<PAGE>
<PAGE>
APPENDIX B
<TABLE>
TARGET PREMIUM FACTORS PER THOUSAND OF FACE AMOUNT
FEMALE POLICY
<CAPTION>
Age Factor Age Factor Age Factor
<S> <C> <C> <C> <C> <C>
0 11.75 30 29.89 60 78.54
1 11.75 31 30.90 61 81.08
2 12.09 32 31.96 62 83.72
3 12.44 33 33.05 63 86.47
4 12.82 34 34.18 64 89.29
5 13.21 35 35.36 65 92.19
6 13.63 36 36.57 66 95.17
7 14.06 37 37.83 67 98.24
8 14.51 38 39.12 68 101.44
9 14.99 39 40.46 69 104.83
10 15.48 40 41.83 70 108.46
11 16.00 41 43.23 71 112.36
12 16.54 42 44.67 72 116.56
13 17.10 43 46.14 73 121.04
14 17.67 44 47.65 74 125.81
15 18.26 45 49.20 75 130.83
16 18.87 46 50.80 76 136.14
17 19.49 47 52.44 77 141.78
18 20.13 48 54.13 78 147.85
19 20.80 49 55.87 79 154.47
20 21.48 50 57.66 80 161.78
21 22.19 51 59.50 81 169.89
22 22.93 52 61.39 82 178.88
23 23.69 53 63.34 83 188.78
24 24.48 54 65.33 84 199.60
25 25.30 55 67.36 85 211.36
26 26.15 56 69.45 86 224.13
27 27.04 57 71.59 87 238.06
28 27.95 58 73.81 88 253.36
29 28.90 59 76.13 89 270.44
90 290.05
</TABLE>
54
<PAGE>
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
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 funds 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.
Divisions of the Separate Account invest in corresponding Funds from the
following open-end, diversified management investment companies:
RUSSELL INSURANCE GENERAL AMERICAN
FUNDS, INC. CAPITAL COMPANY
Multi-Style Equity Fund Money Market Fund
Aggressive Equity Fund
Non-U.S. Fund
Core Bond Fund
A full description of the Funds, including the investment policies,
restrictions, risks, and charges is contained in each Fund's prospectus.
You should receive a copy of each Fund's prospectus along with this
Prospectus for the Policy.
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 keep it for future reference.
The date of this Prospectus is May 1, 1999.
The Policy is 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 7
THE COMPANY AND THE SEPARATE ACCOUNT 12
The Company
The Separate Account
Russell Insurance Funds, Inc.
General American Capital Company
POLICY BENEFITS 14
Death Benefit
Cash Value
POLICY RIGHTS 17
Loans
Surrender, Partial Withdrawals and Pro Rata Surrender
Transfers
Portfolio Rebalancing
Dollar Cost Averaging
Right to Examine Policy
Payment of Benefits at Maturity
PAYMENT AND ALLOCATION OF PREMIUMS 22
Issuance of a Policy
Premiums
Allocation of Net Premiums and Cash Value
Policy Lapse and Reinstatement
CHARGES AND DEDUCTIONS 25
Premium Expense Charges
Monthly Deduction
Contingent Deferred Sales Charge
Separate Account Charges
DIVIDENDS 28
THE GENERAL ACCOUNT 28
GENERAL MATTERS 30
DISTRIBUTION OF THE POLICIES 32
FEDERAL TAX MATTERS 32
UNISEX REQUIREMENTS UNDER MONTANA LAW 36
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS 36
VOTING RIGHTS 36
STATE REGULATION OF THE COMPANY 36
MANAGEMENT OF THE COMPANY 37
LEGAL MATTERS 40
LEGAL PROCEEDINGS 40
EXPERTS 40
ADDITIONAL INFORMATION 40
FINANCIAL STATEMENTS 40
APPENDIX A 41
APPENDIX B 51
</TABLE>
<PAGE>
<PAGE>
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.
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
any of the funds in the separate account, or you may split your cash
value among funds them.
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
1
<PAGE>
<PAGE>
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, 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.
Five of the divisions are available for investment under this policy.
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:
- ------------------------------------------------------------------------
INVESTMENT COMPANY INVESTMENT MANAGER/ADVISER
- ------------------------------------------------------------------------
General American Capital Company Conning Asset Management Company
- ------------------------------------------------------------------------
Russell Insurance Funds Frank Russell Investment
Management Company
- ------------------------------------------------------------------------
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.
2
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
INVESTMENT FUND INVESTMENT OBJECTIVE
---------- ---- ---------- ---------
MANAGER NAME TYPE
------- ---- ----
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Company Money Market Fund Money Market To obtain the highest level of current income consistent
Asset Management with the preservation of capital and maintenance of
Company liquidity.
- --------------------------------------------------------------------------------------------------------------------------------
Frank Russell Multi-Style Equity Growth & Income To obtain income and capital growth by investing
Investment Management Fund principally in equity securities.
Company
- --------------------------------------------------------------------------------------------------------------------------------
Frank Russell Aggressive Equity Aggressive Growth To provide capital appreciation by assuming a higher
Investment Management Fund level of volatility than is ordinarily expected from the
Company Multi-Style Equity Fund, by investing in equity
securities.
- --------------------------------------------------------------------------------------------------------------------------------
Frank Russell Non-U.S. Fund Growth: To achieve favorable total return and additional
Investment Management International Stocks diversification for United States investors by investing
Company and Bonds primarily in equity and debt securities of non-United
States companies and non-United States governments.
- --------------------------------------------------------------------------------------------------------------------------------
Frank Russell Core Bond Fund Growth & Income To maximize total return through capital appreciation and
Investment Management income by assuming a level of volatility consistent with
Company the broad fixed-income market, by investing in fixed-
income securities.
- --------------------------------------------------------------------------------------------------------------------------------
</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.
3
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<PAGE>
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 5% of the
premium paid during the first ten policy years, and 2.25% after the
first ten years.
TAX CHARGE. The Federal government and many states and territories
impose taxes or charges on insurance premiums. We deduct 2.5% from your
premium payment to cover that cost.
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 4% of the premiums paid if you surrender the
policy or let it lapse during the first five policy years. After that
the amount of the surrender charge goes down each month. After the 10th
policy year there is no charge.
There is a table in your policy that shows the percentage of the
surrender charge for each month.
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. This charge is $4 each month. We will deduct the
charge 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 0.70% 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:
4
<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>
Money Market Fund .125% .08% .205%
- -------------------------------------------------------------------------------------------
<CAPTION>
RUSSELL INSURANCE FUNDS
(Amounts shown are after fee waivers and expense reimbursements described below.)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Multi-Style Equity Fund .09% <F1> .83% .92% <F1>
- -------------------------------------------------------------------------------------------
Aggressive Equity Fund .00% <F2> 1.25% 1.25% <F2>
- -------------------------------------------------------------------------------------------
Non-U.S. Fund .00% <F3> 1.30% 1.30% <F3>
- -------------------------------------------------------------------------------------------
Core Bond Fund .00% <F4> .80% .80% <F4>
- -------------------------------------------------------------------------------------------
<FN>
<F1> 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.
<F2> 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.
<F3> 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.
<F4> 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>
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.
5
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<PAGE>
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 and the loan 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
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 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 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.
6
<PAGE>
<PAGE>
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 your 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.)
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 the Policy and 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 Loan Account, and in certain contracts, the
General Account.
CASH SURRENDER VALUE - The Cash Value of a Policy on the date of
surrender, less any Indebtedness, and less any surrender charges.
7
<PAGE>
DIVISION - A subaccount of the Separate Account which invests
exclusively in the shares of a corresponding Fund of Russell Insurance
Funds, Inc. ("Russell Insurance Funds") or General American Capital
Company.
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 Russell Insurance Funds or
General American Capital Company.
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.
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 100.
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.
POLICY - The flexible premium variable life insurance Policy 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.
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.
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 4:00 p.m. on the next succeeding Valuation Date.
<PAGE>
The following summary of Prospectus information should be read in
conjunction with the detailed information appearing elsewhere in this
Prospectus. Unless otherwise indicated, the description of the Policies
contained in this Prospectus assumes that a Policy is in force and that
there is no outstanding Indebtedness.
THE POLICY. Under the flexible premium variable life insurance Policy
described in this Prospectus, the Owner
8
<PAGE>
<PAGE>
may, subject to certain limitations, make premium payments in any amount
and at any frequency. The Policy is a life insurance contract with
death benefits, Cash Value, surrender rights, Policy Loan privileges,
and other features traditionally associated with life insurance. It is
a "flexible premium" Policy because, unlike traditional insurance
policies, there is no fixed schedule for premium payments. Although the
Owner may establish a schedule of premium payments ("planned premium
payments"), failure to make the planned premium payments will not
necessarily cause a Policy to lapse nor will making the planned premium
payments guarantee that a Policy will remain in force to maturity.
Thus, an Owner may, but is not required to, pay additional premiums.
This flexibility permits an Owner to provide for changing insurance
needs within a single insurance policy.
The Policy is a "variable" Policy because, unlike the fixed benefits
under an ordinary life insurance contract, to the extent that Net
Premiums are allocated to the Separate Account, the Cash Value and,
under certain circumstances, the death benefit under a Policy may
increase or decrease depending upon the investment performance of the
Divisions of the Separate Account to which the Owner has allocated Net
Premium payments. However, so long as a Policy's Cash Surrender Value
continues to be sufficient to pay the monthly deductions, an Owner is
guaranteed a minimum death benefit equal to the Face Amount of his or
her Policy, less any outstanding Indebtedness.
A Policy will lapse (and terminate without value) when the Cash
Surrender Value is insufficient to pay the next monthly deduction and a
grace period of 62 days expires without an adequate payment being made
by the Owner. (See Payment and Allocation of Premiums - Policy Lapse and
Reinstatement on page 20.)
THE SEPARATE ACCOUNT. After the end of the "Right to Examine Policy"
period, the Owner may allocate the Net Premiums to the Separate Account
and, if it is available, to the General Account. Amounts allocated to
the Separate Account are further allocated to one or more Divisions.
Assets of each Division are invested at net asset value in shares of a
corresponding Fund. (See The Company and the Separate Account on page
8.) An Owner may change future allocations of Net Premiums at any time.
The option offered in connection with the Policies to allocate Net
Premiums or to transfer Cash Value to the General Account may not be
made available, at the Company's discretion, under all Policies.
Further, the option may be limited with respect to some Policies. The
Company may, from time to time, adjust the extent to which future
premiums may be allocated to the General Account in regard to any or all
outstanding Policies. Such adjustments may not be uniform as to all
Policies.
Until the end of the "Right to Examine Policy" period (See Policy Rights
- - Right to Examine Policy on page 18.), all Net Premiums automatically
will be allocated to the Division that invests in the Money Market Fund.
(See Payment and Allocation of Premiums - Allocation of Net Premiums and
Cash Value on page 19.)
To the extent Net Premiums are allocated to the Divisions of the
Separate Account, the Cash Value will, and the death benefit may, vary
with the investment performance of the chosen Division. To the extent
Net Premiums are allocated to the General Account, the Cash Value will
accrue interest at a guaranteed minimum rate. (See The General Account
on page 24.) Thus, depending upon the allocation of Net Premiums,
investment risk over the life of a Policy may be borne by the Owner, by
the Company, or by both.
Subject to certain restrictions, an Owner may transfer Cash Values among
the Divisions of the Separate Account or, if available, between the
Separate Account and the General Account. Currently, no charge is
assessed for transfers. The Company reserves the right to revoke or
modify the transfer privilege. (See Policy Rights - Transfers on page
16.)
CHARGES AND DEDUCTIONS. A premium expense charge will be deducted from
each premium payment prior to allocation. The premium expense charge
consists of a sales charge and a charge to cover premium taxes. The
sales charge will never exceed 5.0% and is currently 5.0% in Policy
years one through ten and 2.25% in Policy years past Policy year ten.
The charge to cover premium taxes is 2.5%. (See Charges and Deductions
- - Premium Expense Charges on page 21.)
A Contingent Deferred Sales Charge to compensate for sales expenses will
also be assessed against the Cash Value under a Policy upon a surrender,
a lapse, a partial withdrawal, or pro rata surrender. The Contingent
Deferred Sales Charge will never exceed 4% of premiums paid. (See
Policy Rights - Surrender, Partial Withdrawals and Pro Rata Surrender
on page 15; Policy Benefits - Death Benefit on page 10; and Charges and
Deductions - Contingent Deferred Sales Charge on page 23.) Reductions in
the Contingent Deferred Sales Charge are available in some situations.
(See Reduction of Charges on page 23.)
On each Monthly Anniversary, the Cash Value will be reduced by a monthly
deduction. The monthly deduction includes an administrative charge of $4
per month for each Policy Month. (See Charges and Deductions - Monthly
Deduction on page 21.) A monthly charge is also made for the cost of
insurance, and the cost of any
9
<PAGE>
additional benefits provided by rider. (See Charges and Deductions -
Monthly Deduction on page 21.)
A daily charge based on an effective annual charge of .70% of the net
assets of each Division of the Separate Account will be imposed for the
Company's assumption of certain mortality and expense risks incurred in
connection with the Policies. (See Charges and Deductions - Separate
Account Charges on page 23.)
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 on page 28.)
The operating expenses of the Separate Account are paid by General
American. Investment management and advisory fees and other operating
expenses of the Funds are paid by the Funds and are reflected in the
value of the assets of the corresponding Division of the Separate
Account. For a description of these charges, see Charges and
Deductions - Separate Account Charges on page 23.
Currently, there are no transaction charges to cover the administrative
costs of processing partial withdrawals or transfers of Cash Value
between Divisions of the Separate Account. In contracts with the General
Account option, there are no transaction charges to cover the
administrative costs of processing transfers of Cash Value between the
Separate and General Accounts. However, the Company reserves the right
to impose such charges in the future. In addition, transfers and
withdrawals are subject to restrictions relative to amount and
frequency. (See Payment and Allocation of Premiums - Allocation of Net
Premiums and Cash Value on page 19; Policy Rights - Surrender, Partial
Withdrawals and Pro Rata Surrender on page 15; and The General Account
on page 24.)
PREMIUMS. An Owner has considerable flexibility concerning the amount
and frequency of premium payments. A Policy will not become effective
until the Owner has paid an initial premium equal to one-twelfth (1/12)
of the "Minimum Premium" for the Policy. This amount will be different
for each Policy. Thereafter, an Owner may, subject to certain
restrictions, make premium payments in any amount and at any frequency.
The Owner may also determine a planned premium payment schedule. The
schedule will provide for a premium payment of a level amount at a fixed
interval over a specified period of time. An Owner need not, however,
adhere to the planned premium payment schedule. 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, will equal one full "Minimum Premium" for
the Policy. (See Payment and Allocation of Premiums on page 18.)
A Policy will lapse only when the Cash Surrender Value is insufficient
to pay the next monthly deduction (See Charges and Deductions - Monthly
Deduction on page 21.) and a grace period expires without a sufficient
payment by the Owner. (See Payment and Allocation of Premiums - Policy
Lapse and Reinstatement on page 20.)
DEATH BENEFIT. A death benefit is payable to the named Beneficiary when
the Insured under a Policy dies. Three death benefit options are
available. Under Death Benefit Option A, the death benefit is the Face
Amount of the Policy or, if greater, the applicable percentage of Cash
Value. Under Death Benefit Option B, the death benefit is the Face
Amount of the Policy plus the Cash Value or, if greater, the applicable
percentage of Cash Value. Under Death Benefit Option C, the death
benefit is the Face Amount of the Policy or, if greater, the Cash Value
multiplied by the Attained Age factor. So long as the Policy remains in
force, the minimum death benefit under any death benefit option will be
at least the current Face Amount. The death benefit will be increased by
any unpaid dividends determined prior to the Insured's death and by the
amount of the 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. The death benefit will be paid according to the settlement
options available at the time of death. (See Policy Benefits - Death
Benefit on page 10.)
The minimum Face Amount at issue is $50,000 under the Company's current
rules. Subject to certain restrictions, the Owner may change the Face
Amount and the death benefit option. In certain cases evidence of
insurability may be required. (See Change in Death Benefit Option on
page 11, and Change In Face Amount on page 11.)
Additional insurance benefits offered under the Policy include a waiver
of specified premium rider, a waiver of monthly deduction rider, and an
increasing benefit option. (See General Matters - Additional Insurance
Benefits on page 37.) The cost of these additional insurance benefits
will be deducted from the Cash Value as part of the monthly deduction.
(See Charges and Deductions - Monthly Deduction on page 21.)
CASH VALUE. The Policy provides for a Cash Value equal to the total of
the amounts credited to the Owner in the Separate Account, the Loan
Account (securing Policy Loans) and in certain contracts, the General
Account. A Policy's Cash Value will reflect the amount and frequency of
Net Premium payments, the investment performance of any selected
Divisions of the Separate Account, any Policy Loans, any partial
withdrawals, and
10
<PAGE>
<PAGE>
the charges imposed in connection with the Policy. (See Policy Benefits
- - Cash Value on page 12.) There is no minimum guaranteed Cash Value.
POLICY LOANS. After the first Policy Anniversary, an Owner may borrow
against the Cash Value of a Policy. The maximum amount that may be
borrowed under a Policy ("the Loan Value") is the Cash Value of the
Policy on the date the loan request is received, less loan interest to
the next Policy Anniversary, less any outstanding Indebtedness, less any
surrender charges to the next Policy Anniversary, and less monthly
deductions to the next loan interest due date. Loan interest is payable
on each Policy Anniversary and all outstanding Indebtedness will be
deducted from proceeds payable at the Insured's death, upon maturity,
upon the exercise of a settlement option, or upon surrender.
A Policy loan will be allocated among the General Account (if available)
and the various Divisions of the Separate Account. When a loan is
allocated to the Divisions of the Separate Account, a portion of the
Policy's Cash Value in the Divisions of the Separate Account sufficient
to secure the loan will be transferred to the Loan Account as security
for the loan. Therefore, a loan may have impact on the Policy's Cash
Value even if it is repaid. A Policy Loan may be repaid in whole or in
part at any time while the Policy is in force. (See Policy Rights -
Loans on page 13.) Loans taken from, or secured by, a Policy may have
Federal income tax consequences. (See Federal Tax Matters on page 28.)
SURRENDER, PARTIAL WITHDRAWALS, AND PRO RATA SURRENDER. At any time
that a Policy is in force, an Owner may elect to surrender the Policy
and receive its Cash Surrender Value plus the value of any dividends
determined prior to the surrender. After the first year, an Owner may
also request a partial withdrawal of the Cash Surrender Value of the
Policy. When the death benefit is not based on an applicable percentage
of the Cash Value, a partial withdrawal reduces the death benefit
payable under the Policy by an amount equal to the reduction in the
Policy's Cash Value. An Owner may also request a pro rata surrender of
the Policy. (See Policy Rights - Surrender, Partial Withdrawals, and Pro
Rata Surrender. on page 15.) A surrender, partial withdrawal, or pro
rata surrender may have Federal income tax consequences. (See Federal
Tax Matters on page 28.)
RIGHT TO EXAMINE POLICY. The Owner has a limited right to return a
Policy for cancellation within 20 days after receiving it (30 days if
the Owner is a resident of California and is age 60 or older), or within
45 days after the application is signed, whichever is later. If a Policy
is canceled within this time period, a refund will be paid which will
equal all premiums paid under the Policy except in Kansas. The Owner
also has a similar right to cancel a requested increase in Face Amount.
Upon cancellation of an increase, the additional charges deducted in
connection with the increase will be added to the Cash Value. (See
Policy Rights - Right to Examine Policy on page 18.)
ILLUSTRATIONS OF DEATH BENEFITS AND CASH SURRENDER VALUES.
Illustrations on pages A-2 to A-10 in Appendix A show how death benefits
and Cash Surrender Values may vary based on certain rate of return
assumptions and how these benefits compare with amounts which would
accumulate if premiums were invested to earn interest at 5% compounded
annually. If a Policy is surrendered in the early Policy Years the Cash
Surrender Value payable will be low as compared to premiums accumulated
at interest, and consequently the insurance protection provided prior to
surrender will be costly. You may make a written request for a
projection of illustrated future Cash Values and death benefits for a
nominal fee not to exceed $25.00.
TAX CONSEQUENCES OF THE POLICY. If a Policy is issued on the basis of a
standard premium class or on a guaranteed or simplified issue basis,
while limited guidance exists, the Company believes that the Policy
should qualify as a life insurance contract for Federal income tax
purposes. However, if a Policy is issued on a substandard basis, it is
unclear whether or not such a Policy would qualify as a life insurance
contract for Federal income tax purposes. Assuming that the Policy
qualifies as a life insurance contract for Federal income tax purposes,
the Company believes the Cash Value of the Policy should be subject to
the same Federal income tax treatment as the Cash Value of a
conventional fixed-benefit contract. If so, the Owner is not considered
to be in constructive receipt of the Cash Value under the Policy until
there is a distribution. A change of Owners, a surrender, a partial
withdrawal, a pro rata surrender, a lapse with outstanding Indebtedness,
or an exchange may have tax consequences, such as making the Policy a
modified endowment contract, depending on the particular circumstances.
(See Federal Tax Matters on page 28.)
A Policy may be treated as a "modified endowment contract" depending
upon the amount of premiums paid in relation to the death benefit. If
the Policy is a modified endowment contract, then all pre-death
distributions, including Policy Loans and due but unpaid loan interest,
will be treated first as a distribution of taxable income and then as a
return of basis or investment in the contract. In addition, prior to age
59 1/2 taxable income from such distributions generally will be subject
to a 10% additional tax. 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, and
before paying any additional premiums or making any other change to,
including an exchange of, a Policy to
11
<PAGE>
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.
If the Policy is not a modified endowment contract, distributions
generally will be treated first as a return of basis or investment in
the contract and then as disbursing taxable income. Moreover, loans will
not be treated as distributions. Finally, neither distributions nor
loans from a Policy that is not a modified endowment contract are
subject to the 10.0% additional tax. (See Federal Tax Matters on page
28.)
DIVIDENDS. While a Policy is in force, it may share in the divisible
surplus of the Company. Each year the Company will determine the share
of divisible surplus accruing to a Policy and will distribute the
surplus as dividend. The Company is not obligated to pay dividends on
the Policies. (See Dividends on page 24.)
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 on page 24.
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 classes of 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. The
Divisions which are available under the Policy are four Divisions which
invest in corresponding Funds from Russell Insurance Funds and one
Division which invests in a corresponding Fund from General American
Capital Company. 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.
<PAGE>
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
12
<PAGE>
<PAGE>
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.
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.
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 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 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 subsidiary of
General American Holding Company which, in turn is wholly owned by
General American. The Advisor selects investments for the Fund
The investment objectives and policies of the Fund are summarized below:
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.
There is no assurance that any of the Funds will achieve its stated
objective. A more detailed description of the Funds, their investment
policies, restrictions, risks, and charges is in the prospectuses for
Russell Insurance Funds and Capital Company, 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 of
Russell Insurance Funds, Capital Company, or of another registered open-
end investment company if the shares of a Fund are no longer available
13
<PAGE>
<PAGE>
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
Russell Insurance Funds, Capital Company, 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 on page 20), 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. The death benefit will be paid to the
surviving Beneficiary or Beneficiaries specified in the application or
as subsequently changed.
The Policy provides three death benefit options: "Death Benefit Option
A," "Death Benefit Option B," and "Death Benefit Option C." The death
benefit under all options 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 on page 20.) 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 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.
(See Illustrations of Death Benefits and Cash Values, Appendix A.)
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 below. 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). (See Illustrations of Death
Benefits and Cash Values, Appendix A.)
14
<PAGE>
<PAGE>
<TABLE>
- -------------------------------------------------------------------------
APPLICABLE PERCENTAGE OF CASH VALUE TABLE<F*>
- -------------------------------------------------------------------------
<CAPTION>
INSURED POLICY ACCOUNT
PERSON'S AGE PERCENTAGE MULTIPLE
- -------------------------------------------------------------------------
<S> <C>
40 or under 250%
- -------------------------------------------------------------------------
45 215%
- -------------------------------------------------------------------------
50 185%
- -------------------------------------------------------------------------
55 150%
- -------------------------------------------------------------------------
60 130%
- -------------------------------------------------------------------------
65 120%
- -------------------------------------------------------------------------
70 115%
- -------------------------------------------------------------------------
78 to 90 105%
- -------------------------------------------------------------------------
95 or over 100%
- -------------------------------------------------------------------------
<FN>
<F*>For ages that are not shown on this table, the applicable percentage
multiples will decrease by a ratable portion for each full year.
</TABLE>
DEATH BENEFIT OPTION C. Under Death Benefit Option C, the death benefit
is equal to the current Face Amount of the Policy or, if greater, the
Cash Value on the date of death multiplied by the "Attained Age factor"
(a list of sample Attained Age factors is shown in the Sample Attained
Age Factor Table below). Accordingly, under Death Benefit Option C the
death benefit will remain level at the Face Amount unless the Cash Value
multiplied by the Attained Age factor exceeds the current Face Amount,
in which case the amount of the death benefit will vary as the Cash
Value varies. (See Illustrations of Death Benefits and Cash Values,
Appendix A.)
<TABLE>
- -------------------------------------------------------------------------
DEATH BENEFIT OPTION C
SAMPLE ATTAINED AGE FACTOR TABLE
- -------------------------------------------------------------------------
<CAPTION>
INSURED MALE FEMALE
ATTAINED LIVES LIVES
AGE FACTOR FACTOR
- -------------------------------------------------------------------------
<S> <C> <C>
20 6.39373 7.62992
- -------------------------------------------------------------------------
25 5.50505 6.48136
- -------------------------------------------------------------------------
30 4.68733 5.49185
- -------------------------------------------------------------------------
35 3.97255 4.64894
- -------------------------------------------------------------------------
40 3.37168 3.94230
- -------------------------------------------------------------------------
45 2.87784 3.36481
- -------------------------------------------------------------------------
50 2.47279 2.88712
- -------------------------------------------------------------------------
55 2.14116 2.49005
- -------------------------------------------------------------------------
60 1.87392 2.15766
- -------------------------------------------------------------------------
65 1.65835 1.87615
- -------------------------------------------------------------------------
70 1.48797 1.64736
- -------------------------------------------------------------------------
75 1.35451 1.46009
- -------------------------------------------------------------------------
80 1.25595 1.31875
- -------------------------------------------------------------------------
85 1.18113 1.21344
- -------------------------------------------------------------------------
90 1.12767 1.13972
- -------------------------------------------------------------------------
95 1.07472 1.07637
- -------------------------------------------------------------------------
</TABLE>
<PAGE>
CHANGE IN DEATH BENEFIT OPTION. After the first Policy Anniversary, if
the Policy was issued with either Death Benefit Option A or Death
Benefit Option B, the death benefit option 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. (See Federal Tax Matters on page 28.)
A Death Benefit Option A Policy may change its death benefit option to
Death Benefit Option B. The Face Amount will be decreased to equal the
death benefit less the Cash Value on the effective date of change. A
Death Benefit Option B Policy may change its death benefit option to
Death Benefit Option A. The Face Amount will be increased to equal the
death benefit on the effective date of change. A Policy issued under
Death Benefit Option C may not change to either Death Benefit Option A
or Death Benefit Option B for the entire lifetime of the Contract.
Similarly, a Policy issued under either Death Benefit Option A or B may
not change to Death Benefit Option C for the lifetime of the Policy.
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. 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
Monthly Deduction - Cost of Insurance on page 22.)
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 and 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 Monthly
Deduction - Cost of Insurance on page 22.) A change in the Face Amount
of a Policy may have Federal income tax consequences, including
conversion of the Policy into a modified endowment contract. (See
Federal Tax Matters on page 28.)
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 by the Company. If approved, the increase
will become effective as of the Monthly Anniversary on or
15
<PAGE>
<PAGE>
following receipt of the application by the Company. In addition, the
Insured must have an Attained Age of not greater than 80 on the
effective date of the increase. The increase may not be less than
$25,000. Although an application for an increase need not be
accompanied by an additional premium, the Cash Surrender Value in effect
immediately after the increase must be sufficient to cover the next
monthly deduction. To the extent the Cash Surrender Value is not
sufficient, an additional premium must be paid. (See Charges and
Deductions - Monthly Deduction on page 21.) An increase in the Face
Amount may result in certain additional charges. (See Charges and
Deductions - Monthly Deduction on page 21.)
For the Owner's rights upon an increase in Face Amount, see Policy
Rights - Right to Examine Policy on page 18. Owners should consult
their sales representative before deciding whether to increase coverage
by increasing the Face Amount of a 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 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 on
page 18), 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. Decreases will be applied to prior increases in the
Face Amount, if any, in the reverse order in which such increases
occurred, and then to the original Face Amount. This order of reduction
will be used to determine the amount of subsequent cost of insurance
charges (See Monthly Deduction - Cost of Insurance on page 22; and
Charges and Deductions - Contingent Deferred Sales Charge on page 23.)
Where one or more Policies are sold to a corporation or other entity or
group of individuals, special arrangements may be agreed upon to
increase or decrease the Face Amount, in accordance with criteria which
the Company may establish and modify from time to time in its
discretion. Criteria that may determine changes in Face Amount include,
but shall not be limited to, periodic adjustments to the Insured's level
of compensation, the number of Policies issued to a corporation or other
entity, or the number of Policies issued to any group of owners.
Criteria established by the Company will not unfairly discriminate
against the interest of any Owner or Insured.
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 Payment from the Separate Account on page 26.) The
death benefit will be increased by 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 on page 28; Dividends on page
24; and Charges and Deductions on page 21.) 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%.
Provisions for settlement of proceeds 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 Loan Account
(securing Policy Loans), and, in certain contracts, the General Account.
The Policy's Cash Value in the Separate Account will reflect the
investment performance of the chosen Divisions of the Separate Account
as measured by each Division's Net Investment Factor (defined on the
next page), 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,
Partial Withdrawals, and Pro Rata Surrender on page 15.) The Policy's
Cash Value in the Separate Account equals the sum of the Policy's Cash
Values in each Division. There is no guaranteed minimum Cash Value.
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. (See Payment
and Allocation of Premiums on page 18.) 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
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(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 due to a pro rata surrender from the Division
during the current Valuation Period; minus
(9) Any withdrawal or surrender charges incurred during the current
Valuation Period attributed to the Division in connection with a partial
withdrawal or pro rata surrender; minus
(10) 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 on page
21.)
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:
(1) The value of the assets at the end of the preceding Valuation
Period; plus
(2) The investment income and capital gains, realized or unrealized,
credited to 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 to be properly attributable to the
Divisions of the Separate Account, 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 equal to .0019111% of the average net assets for each day
in the Valuation Period. This is equivalent to an effective annual rate
of 0.70% per year 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 on page 28.)
The Loan Value is the Cash Value of the Policy on the date the loan
request is received, less interest to the next loan interest due date,
less anticipated monthly deductions to the next loan interest due date,
less any existing loan, and less any surrender charge. Policy Loan
interest is payable on each Policy Anniversary.
The minimum amount that may be borrowed is $500. The loan may be
completely or partially 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 on page 26.)
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When a Policy Loan is made, Cash Value equal to the amount of the loan
plus interest due 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
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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 4% ("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 in Policy Years one through ten, we
accrue interest at a discretionary earnings rate which is .50% less than
the borrowing rate we charge for Policy Loan interest. Beginning in
Policy Year eleven we accrue interest at a discretionary earnings rate
which is .25% 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 Loan Spreads mentioned above
are currently in effect and are not guaranteed.
Interest credited 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 credited will also be transferred: (1) when a new
loan is made; (2) when a 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 charged 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 on each Policy
Anniversary. If the Owner does not pay the interest when it is due, the
unpaid loan interest will be added to the outstanding Indebtedness as of
the due date and will be charged interest at the same rate as the rest
of the Indebtedness. (See Effect of Policy Loans on page 14.) 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 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) Five Percent (5%).
The Published Monthly Average means:
(1) Moody's Corporate Bond Yield Average - Monthly Average Corporate,
as published by Moody's Investors Service, Inc. or any successor to that
service; or
(2) If that average is no longer published, a substantially similar
average, established by regulation issued by the insurance supervisory
official of the state in which this Policy is issued.
If the Maximum Limit for a Policy Year, as determined in this manner, is
at least 0.50% higher than the borrowing rate determined by General
American for the previous Policy Year, General American may increase the
borrowing rate to not more than the Maximum Limit. Therefore the
borrowing rate we charge for Policy Loan interest will only change if
the Published Monthly Average differs from the previous rate by at least
0.50%.
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. 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.
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In addition, if the Indebtedness (See Definitions on page 3) 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 on page 20.)
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A sufficient payment must be made within the later of the grace period
of 62 days from the Monthly Anniversary immediately before the date
Indebtedness exceeds the Cash Value less any surrender charges, or 31
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 on page 20.)
Any outstanding Indebtedness 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 the 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, PARTIAL WITHDRAWALS
AND PRO RATA SURRENDER
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, partial withdrawal, or a pro rata surrender will
ordinarily be paid within seven days of receipt of the written request.
(See General Matters - Postponement of Payments from the Separate
Account on page 26.)
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 plus any unpaid dividends determined prior to surrender (See
Dividends) to the Owner in a single sum. The Cash Surrender Value
equals the Cash Value on the date of surrender, less any Indebtedness,
and less any surrender charge. (See Charges and Deductions - Contingent
Deferred Sales Charge on page 23.) 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. Coverage under a 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 on page 28.)
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 on page 28.)
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.
(See Charges and Deductions - Contingent Deferred Sales Charge on page
23.) Partial withdrawals made during a Policy Year may not exceed the
following limits. The maximum amount that may be withdrawn from a
Division of the Separate Account is the Policy's Cash Value net of any
applicable surrender charges in that Division. The total partial
withdrawals and transfers from the General Account over the Policy Year
may not exceed a maximum amount equal to the greatest of the following:
(1) 25% of the Cash Surrender Value in the General Account at the
beginning of the Policy Year, (2) $5,000, (3) the previous Policy Year's
maximum amount.
The Owner may allocate the amount withdrawn plus any applicable
surrender charge, 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
on page 24.)
No amount may be withdrawn that would result in there being insufficient
Cash Value to meet any surrender charge that would be payable immediately
following the withdrawal upon the surrender of the remaining Cash Value.
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The death benefit will be affected by a partial withdrawal. If Death
Benefit Option A or Death Benefit Option C 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 charge resulting from that partial withdrawal. 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 on
page 22.) 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. The Company may change the minimum
amount required for a partial withdrawal or the number of times partial
withdrawals may be made.
PRO RATA SURRENDER. After the first Policy Year, an Owner can make a
pro rata surrender of the Policy. The pro rata surrender will reduce the
Face Amount and the Cash Value by a percentage chosen by the Owner. This
percentage must be any whole number. A pro rata surrender may have
Federal income tax consequences. (See Federal Tax Matters on page 28.)
The percentage will be applied to the Face Amount and the Cash Value on
the Monthly Anniversary on or following our receipt of the request.
The Owner may allocate the amount of decrease in Cash Value plus any
applicable surrender charge among the Divisions of the Separate Account
and the General Account. (See Charges and Deductions - Contingent
Deferred Sales Charge on page 23.) If no allocation is specified, then
the decrease in Cash Value and any applicable surrender 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, on the date the request
for pro rata surrender is received.
A pro rata surrender can not be processed if it will reduce the Face
Amount below the minimum Face Amount of the Policy. No pro rata
surrender will be processed for more Cash Surrender Value than is
available on the date of the pro rata surrender. A cash payment will be
made to the Owner for the amount of Cash Value reduction less any
applicable surrender charges.
Pro rata surrenders may affect the way in which the cost of insurance
charge is calculated and the amount of the pure insurance protection
afforded under the Policy. (See Monthly Deduction - Cost of Insurance on
page 22.) Pro rata surrenders will be applied to prior increases in the
Face Amount, if any, in the reverse order in which such increases
occurred, and then to the original Face Amount.
CHARGES ON SURRENDER, PARTIAL WITHDRAWALS AND PRO RATA SURRENDER. If a
Policy is surrendered within the first ten Policy Years, the Deferred
Contingent Sales Charge will apply. (See Contingent Deferred Sales
Charge on page 23.)
A partial withdrawal or pro rata surrender may also result in a charge.
The amount of the charge assessed is a portion of the Contingent
Deferred Sales Charge that would be deducted upon surrender or lapse.
Charges are described in more detail under Charges and Deductions -
Contingent Deferred Sales Charge on page 23.
While partial withdrawals and pro rata surrenders are each methods of
reducing a Policy's Cash Value, a pro rata surrender differs from a
partial withdrawal in that a partial withdrawal does not typically have
a proportionate effect on a Policy's death benefit by reducing the
Policy's Face Amount, while a pro rata surrender does. Assuming that a
Policy's death benefit is not a percentage of the Policy's Cash Value, a
pro rata surrender will reduce the Policy's death benefit in the same
proportion that the Policy's Cash Value is reduced, while a partial
withdrawal will reduce the death benefit by one dollar for each dollar
of Cash Value withdrawn. Partial Withdrawals and Pro Rata Surrenders
will also result in there being different cost of insurance charges
subsequently deducted. (See Monthly Deduction - Cost of Insurance on
page 22; Surrender, Partial Withdrawals and Pro Rata Surrender - Partial
Withdrawals on page 15; and Surrenders, Partial Withdrawals, and Pro
Rata Surrenders - Pro Rata Surrender on page 16.)
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TRANSFERS
Under General American's current practices, a Policy's Cash Value,
except amounts credited to the Loan Account, may be transferred among
the Divisions of the Separate Account and for certain contracts, between
the General Account and the Divisions. Transfers to and from the General
Account are subject to restrictions. (See The General Account on page
24.) Requests for
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transfers from or among Divisions of the Separate Account may be made in
writing or by telephone. 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 ordinarily 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.
Requests may be made by telephone if the Owner has chosen to use General
American's telephone transfer program. To elect this program the Owner
must complete a form provided by General American. General American
reserves the right to cancel the telephone transfer program upon 30 days
written notice.
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 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, the maximum
General Account allocation percent, and the frequency of such transfers.
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 the Cash Value in the
General Account and in the Divisions of the Separate Account to the
percentages 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 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, or 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 guarantee
that DCA will result in a profit or protect against loss.
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 on page 16.)
(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 on page 19.)
(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 on page 13.)
(9) DCA transfers will not be made until the Right to Examine Policy
period has expired (See Policy Rights - Right to Examine Policy on page
18).
No fee is currently charged for DCA, but 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) or
within 45 days after the application was signed, whichever is later. 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 on page 26.)
A request for an increase in Face Amount (See Policy Benefits - Death
Benefit on page 10) may also be canceled. The request for cancellation
must be made within the later of 20 days from the date the Owner
received the new Policy specifications page for the increase, or 45 days
after the application for the increase was signed.
PAYMENT OF BENEFITS AT MATURITY
If the Insured is living and the Policy is in force, the Company will
pay in a lump sum the Cash Surrender Value of the Policy on the Maturity
Date, plus any unpaid dividends determined prior to maturity. Amounts
payable on the Maturity Date ordinarily will be paid in a lump sum
within seven days of that date, although payments may be postponed under
certain circumstances. (See General Matters - Postponements of Payments
from the Separate Account on page 26.) A Policy will mature if and when
the Insured reaches Attained Age 100. Settlement options other than a
lump sum payment may only be made upon written agreement with the
Company.
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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 regularly underwritten contracts
and to Insureds of Issue Ages 0 through 70 for simplified issue and to
Insureds of Issue
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Ages 20 through 70 for guaranteed issue contracts. 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
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 according to the Issue Age, sex,
underwriting risk class, and smoker status of the Insured. (See Charges
and Deductions on page 21.) 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.
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 on page 20.) 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. The intended
Owner is deemed to have the Policy for inspection only.
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 an 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. For policies issued with Death Benefit
Option C, the company reserves the right to impose other restrictions
upon the amount of premium that may be paid into the Policy. 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 on page 28.)
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.
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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 (if available), or both.
For each Division chosen, the minimum percentage that may be allocated
to a Division is 5% of the Net Premium, and fractional percentages may
not be used. Certain other
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restrictions apply to allocations made to the General Account (See
General Account on page 24). For policies issued with an allowable
percentage to the General Account of more than 5%, the minimum
percentage is 5%, and fractional percentages may not be used.
The allocation for future Net Premiums may be changed without charge at
any time by providing notice to the Company. Any change in allocation
will take effect immediately upon receipt by the Company of written
notice. No charge is imposed for changing the allocations of future
premiums. The initial allocation will be shown on the application which
is attached to the Policy. The Company may at any time modify the
maximum percentage of future Net Premiums that may be allocated to the
General Account.
During the period from the Issue Date to the end of the Right to Examine
Policy Period (See Policy Rights - Right to Examine Policy on page 18.),
Net Premiums will automatically be allocated to the Division that
invests in the Money Market Fund of Capital Company. 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, if the General Account is available under the
Policy, between those Divisions and the General Account. (See Policy
Rights - Transfers on page 16.)
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 at the beginning of
the grace period by mail addressed to the last known address on file
with the Company. The notice to the Owner will indicate the amount of
additional premium that must be paid. The amount of the premium required
to keep the Policy in force will be the amount to cover the outstanding
monthly deductions and premium expense charges. (See Charges and
Deductions - Monthly Deduction on page 21.) If the Company does not
receive the required amount within the grace period, the Policy will
lapse and terminate without Cash Value.
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:
(1) 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 Cash Value of an equal amount also to be
reinstated. Any loan interest due and unpaid on the Policy Anniversary
prior to reinstatement must be repaid at the time of reinstatement. 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.
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5) 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 Loan paid at the time of
reinstatement, and the amount of any surrender charge paid at the time
of lapse. The Insured must be alive on the date the Company approves
the application for
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reinstatement. If the Insured is not then alive, such approval is void
and of no effect.
(6) The effective date of reinstatement will be 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 on page 21.)
(7) The surrender charge in effect at the time of reinstatement will
equal the surrender charge in effect at the time of lapse.
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 Policy 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 not to exceed 5% of each premium payment
will be deducted from each premium payment to partially compensate the
Company for expenses incurred in distributing the Policy and any
additional benefits provided by riders. The Company currently intends to
deduct a sales charge of 5% in Policy Years one through ten and 2.25% in
Policy Years past Policy Year ten. The expenses covered by the sales
charge 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. No
increase in this sales charge will occur that would result in an
increase in the sales charge percentage deducted in any previous Policy
year.
A Contingent Deferred Sales Charge is also imposed under certain
circumstances for expenses incurred in distributing the Policies. That
charge is discussed below.
To the extent that sales expenses are not recovered from the sales
charge and the surrender charge, those expenses may be recovered from
other sources, including the mortality and expense risk charge described
below.
PREMIUM TAXES. Various states and subdivisions impose a tax on premiums
received by insurance companies. Premium taxes vary from state to state
and range from 0.75% to 3.50%. A deduction of 2.5% of the premium is
taken from each premium payment for these taxes. The deduction
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) the cost of insurance; and (c) 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, record keeping,
processing death benefit claims, cash surrenders, partial withdrawals,
Policy changes, and 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 $4 per month for all Policy
Months. 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.
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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 cost of insurance charge by multiplying
the applicable cost of insurance rate or rates by the net amount at risk
(defined below) 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, duration, rate
class, and sex (except for Policies sold in Montana, (See Unisex
Requirements Under Montana Law on page 32.) 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. 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.
The Company currently places Insureds into a preferred rate class, a
standard rate class, or into rate classes involving a higher mortality
risk. The degree of underwriting imposed may vary from full
underwriting, to simplified issue underwriting, and to guaranteed issue
underwriting.
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.
The Company issues Policies on three underwriting bases: a full
underwriting basis, a simplified underwriting basis, and a guaranteed
underwriting basis. Policies receiving a full underwriting basis are
issued in six rate classes: preferred non-smoker, preferred smoker,
standard non-smoker, standard smoker, substandard non-smoker and
substandard smoker. Policies underwritten on a simplified issue basis
are issued in standard smoker/non-smoker rate classes and substandard
smoker/non-smoker rate classes. Policies underwritten on a guaranteed
issue basis are only issued in guaranteed issue smoker and guaranteed
issue non-smoker rate classes. All other things being equal, Policies
issued on a guaranteed issue basis will have higher cost of insurance
rates than Policies issued on a simplified issue or fully underwritten
basis. Generally, Policies underwritten on a simplified issue basis
will have the same cost of insurance rates as those subject to full
underwriting (except to the extent that a Policy underwritten on a
simplified issue basis may have received a preferred rate class had it
been fully underwritten). Similarly, for Policies issued on the same
underwriting basis, all other things being equal, standard rate classes
pay a higher cost of insurance rate than preferred rate classes and
substandard rate classes pay a higher cost of insurance rate than
standard rate classes.
For Policies fully underwritten or underwritten on a simplified issue
basis that receive a standard rate class, the guaranteed cost of
insurance rates are equal to 100% of the rates set forth in the
male/female 1980 CSO Mortality Tables (1980 CSO Table A and 1980 CSO
Table G), age nearest birthday. For Policies issued on a guaranteed
issue basis, the guaranteed cost of insurance rates are equal to 125% of
the rates set forth in the smoker/ non-smoker 1980 CSO Mortality Tables
(1980 CSO Table SB and 1980 CSO Table NB), age nearest birthday.
The net amount at risk for a Policy Month is (a) the death benefit at
the beginning of the Policy Month divided by 1.0032737 (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 4%), less (b) the Cash Value at the beginning of the Policy
Month. If there is an increase in the 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 or Death Option C 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.
ADDITIONAL INSURANCE BENEFITS. The monthly deduction will include
charges for any additional benefits provided by rider. (See General
Matters - Additional Insurance Benefits on page 28.)
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CONTINGENT DEFERRED SALES CHARGE (CDSC)
For a period of up to ten years after the Issue Date, the Company will
impose a CDSC upon surrender or lapse of the Policy, upon a partial
withdrawal, or upon a pro rata surrender. The amount of the charge
assessed will depend upon a number of factors, including the type of
event ( a full surrender, lapse, or partial withdrawal), the amount of
any premium payments made under the Policy prior to the event, and the
number of Policy Years having elapsed since the Policy was issued.
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. If a Policy is surrendered, the charge will be
the Contingent Deferred Sales Charge Percentage multiplied by 4.0% of
premiums paid since issue.
The Contingent Deferred Sales Charge Percentage is shown in the
following table:
CONTINGENT DEFERRED SALES CHARGE PERCENTAGE TABLE
IF SURRENDER OR LAPSE THE FOLLOWING PERCENTAGE
OCCURS IN THE LAST MONTH OF THE 4% SURRENDER CHARGE
OF POLICY YEAR:<F*> WILL BE PAYABLE:<F**>
1 through 5 100%
6 80%
7 60%
8 40%
9 20%
10 and later 0%
[FN]
<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.
<F**> For male issue ages 75 through 80 and female issue ages 77 through
80, the Contingent Deferred Sales Charge Percentage grades to 0% in less
than ten years.
CHARGE ASSESSED UPON PARTIAL WITHDRAWALS OR PRO RATA SURRENDER. The
amount of the Contingent Deferred Sales Charge deducted upon a partial
withdrawal or pro rata surrender 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 withdrawal of
cash by the Cash Value before the withdrawal and multiplying the result
by the charge. Immediately after a withdrawal, the Policy's remaining
surrender charge will equal the amount of the surrender charge
immediately before the withdrawal less the amount deducted in connection
with the withdrawal.
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 Sales Charge, Contingent Deferred Sales
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; or from the amount of projected premium
payments. 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 .0019111% of the average
net assets of each Division of the Separate Account which equals an
effective annual rate of .70% of those net assets. This deduction is
guaranteed not to increase while the Policy is in force. 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 management and advisory fees and other expenses
incurred by the underlying investment companies. See the prospectuses
for the respective Funds for a description of investment management and
advisory fees and other expenses incurred by Russell Insurance Funds and
the Capital Company.
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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 such a
charge for any such 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 on page 28.)
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. If the Insured dies
after the dividend has been determined, the Company will pay any unpaid
dividend to the Beneficiary. Because investment results are credited
directly through changes in the Policy's cash value, the Company expects
little or no divisible surplus to be credited to a Policy.
Dividends under participating policies may be described as refunds of
premiums which adjust the cost of a Policy to the actual level of costs
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. 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
dividend under Dividend Option B until such time as the Owner requests
in writing a different option.
DIVIDEND OPTION A: CASH. The amount of the dividend will be paid in
cash.
DIVIDEND 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 be increased by the amount of the dividend. The
dividend will be allocated to the General Account (if available) and the
Divisions of the Separate Account according to the current allocation of
the Net Premium.
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.
At issue, General American will determine the maximum percentage of the
non-borrowed Cash Value that may be allocated, either initially or by
transfer, to the General Account. The ability to allocate Net Premiums
or to transfer Cash Value to the General Account may not be made
available, in the Company's discretion, under certain Policies. Further,
the option may be limited with respect to some Policies. The Company
may, from time to time, adjust the extent to which premiums or Cash
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Value may be allocated to the General Account (the "maximum allocation
percentage"). Such adjustments may not be uniform as to all Policies.
General American may at any time modify the General Account maximum
allocation percent. Subject to this maximum, an Owner may elect to
allocate Net Premiums to the General Account, the Separate Account, or
both. Subject to this maximum, 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 of Net Premiums or the transfer of Cash Value 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 allocated to the General Account will accrue interest at a rate of
at least 4%, 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, pro rata surrenders, 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 Death Benefit Option A, B
or C 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 no less than 4% per year, compounded
annually. General American may, AT ITS SOLE DISCRETION, credit a higher
rate of interest, although it is not obligated to credit interest in
excess of 4% 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 4% 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 4% PER YEAR. If
excess interest is credited, a different rate of interest may be applied
to the Cash Value in the Loan Account. The Cash 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 4% 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, pro rata surrenders, 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 may not exceed a Maximum Amount equal to
the greater of (a) 25% of a Policy's Cash Surrender Value in the General
Account at the beginning of the Policy Year, (b) $5,000, or (c) the
previous Policy Year's Maximum Amount (not to exceed the total Cash
Surrender Value of the Policy).
Transfers to the General Account are limited by the maximum allocation
percentage (described below) in effect for a Policy at the time a
transfer request is made.
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 on page 28.)
No transfer charge currently is imposed on transfers to or from the
General Account. However, such a charge may
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be imposed in the future. General American may revoke or modify the
privilege of transferring amounts to or from the General Account at any
time. Partial withdrawals and pro rata surrenders will result in the
imposition of the applicable surrender charge.
Transfers, surrenders, partial withdrawals and pro rata surrenders
payable from the General Account and the payment of Policy Loans
allocated to the General Account may, subject to certain limitations, 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. Amounts from the General Account
used to pay premiums on policies with General American will not be
delayed.
GENERAL MATTERS
POSTPONEMENT OF PAYMENTS FROM THE SEPARATE ACCOUNT
The Company usually pays amounts payable on partial withdrawal, pro rata
surrender, surrender, or Policy Loan 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, pro rata surrender, death of Insured, or
the Maturity Date, as well as payments of a Policy Loan and transfers,
may be postponed whenever: (1) the New York Stock 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; (2) the SEC
by order permits postponement for the protection of Owners; or (3) 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 the Owner's check has cleared the bank upon
which it was drawn.
THE CONTRACT
The Policy, the attached application, any riders, endorsements, any
application for an increase in Face Amount, and any application for
reinstatement 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 or entity
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. After the Maturity
Date, the Owner cannot change the payee nor the mode of payment, unless
otherwise provided in the Policy. 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 by joint action. 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. 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.
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/or 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
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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 that
would result in a Policy not satisfying the definition of life insurance
under the Internal Revenue Code of 1986 or any applicable successor
provision thereto.
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 or addition of a rider after the Issue Date is 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 outstanding Indebtedness subject to certain limitations,
if the Insured, while sane or insane, dies by suicide within two years
after the effective date of an 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 any Policies sold in Montana; see Unisex
Requirements Under 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.
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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-
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Smoker. Upon receipt of the forms requested for a Non-Smoker risk
classification and proof satisfactory to the Company, the Rate Class
will be 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. 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 on page 21.) 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 DEDUCTION RIDER. Provides for the waiver of the
monthly deductions 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 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.
INCREASING BENEFIT RIDER. Allows the Owner to increase the Face Amount
of the Policy without evidence of insurability. The increase is made on
each Policy Anniversary.
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 Russell Insurance Funds and the Capital Company and a list of the
securities held in each Fund. Receipt of premium payments, transfers,
partial withdrawals, pro rata surrenders, 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 POLICY
The Policy 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 Policy, 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.
Writing agents will receive commissions based on a commission schedule
and rules. The maximum agent first-year commissions equal 7.50% of
target premiums paid in Policy Year 1. In renewal years, the maximum
agent commissions equal 4.0% of premiums paid in years 2 through 10. A
maximum 2.50% of premium service fee is paid after Policy year 10. For
Policy years after Policy Year 1, a maximum commission of .20% of the
average monthly Cash Value for each Policy Year is paid. These are
maximum commissions, and reductions may be possible under the
circumstances outlined in the section entitled Reduction of Charges.
General Agents receive compensation which may be in part based on the
level of agent commissions in their agencies. The general agent
commission schedules and rules differ for different types of agency
contracts. Walnut Street receives no administrative fees, management
fees, or other fees from sales of the Policy.
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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
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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 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 (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 Russell
Insurance Funds or the Capital Company 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 consequences of ownership or receipt
of Policy
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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 Policy's 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 upon
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 thereon, are treated as distributions
from such a Policy and taxed accordingly. Third, a 10 percent 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
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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 modified
endowment contracts are generally treated as first recovering the
investment in the Policy (described below) 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 percent 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.
(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
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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 MONTANA LAW
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 Fund 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 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 are not attributable to Policies in the same proportion.
Each person having a voting interest in a Division will receive any
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 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
36
<PAGE>
<PAGE>
insurance departments of other states apply the laws of the state of
domicile in determining permissible investments.
<TABLE>
MANAGEMENT OF THE COMPANY
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
<S> <C>
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.
Robert J. Banstetter, Sr. Vice President, General Counsel and Secretary, 2/91-present.
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.
37
<PAGE>
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
DIRECTORS
- ---------
<C> <S>
August A. Busch III Chairman of the Board and President, Anheuser-Busch Companies, Inc.,
Anheuser-Busch Companies, Inc. (beer business).
One Busch Place
St. Louis, Missouri 63118
William E. Cornelius Retired Chairman and Chief Executive Officer, Union Electric Company
Union Electric Company (electric utility business). Prior to 1993, Chairman and Chief Executive
P.O. Box 149 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 specialty stores).
Edison Brothers Stores, Inc.
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. (retail
Schnuck Markets, Inc. supermarket chain). Prior to 1991, President and Chief
Executive Officer
11420 Lackland Road
P.O. Box 46928
St. Louis, Missouri 63146
William P. Stiritz Chairman, Chief Executive Officer and President, Ralston Purina Company
Ralston Purina Company (pet food, batteries, and bread business); Chairman, Ralcorp Holdings, Inc.
Checkerboard Square (ready-to-eat cereal, baby food, ski resorts).
St. Louis, Missouri 63164
Andrew C. Taylor Chief Executive Officer and President, Enterprise Rent-A-Car
Enterprise Rent-A-Car (car rental). Prior to May, 1991, President.
600 Corporate Park Drive
St. Louis, Missouri 63105
38
<PAGE>
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
DIRECTORS (CONTINUED)
- --------------------
<S> <C>
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, Dean, the John
Edward Jones M. Olin School of Business, Washington University (business education)
12555 Manchester
St. Louis, Missouri 63131-3729
Virginia V. Weldon, M.D. Senior Vice President, Public Policy, Monsanto Company (chemicals
Monsanto Company diversified industry, pharmaceuticals, life science products, and food
800 North Lindbergh ingredients business). Prior to 1993, Vice President, Public Policy.
St. Louis, Missouri 63167
Ted C. Wetterau President, Wetterau Associates, L.L.C. Retired Chairman and Chief
Wetterau Associates, L.L.C. Executive Officer, Wetterau Incorporated (retail and wholesale grocery,
7700 Bonhomme, Suite 750 manufacturing business).
St. Louis, Missouri 63105
<FN>
<F*> All positions listed are with General American unless otherwise
indicated.
</TABLE>
39
<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
Shashikant Bhave, FSA, MAAA, Executive Director and Associate Actuary,
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 four of the five Divisions of the Separate Account because
those Divisions have only recently been established, and therefore no
operating history exists for those Divisions.
40
<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 on pages 40 through 48 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 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
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 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 .70% charge for mortality and
expense risk, and an assumed .72% charge for the investment management
and advisory fees and administrative expenses combined. The actual
investment management and advisory fees applicable to each Division are
shown in the respective prospectuses of Russell Insurance Funds and
General American Capital Company. 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 -1.42%, 4.58%, and
10.58%, respectively. The prospectuses for Russell Insurance Funds and
General American Capital Company should be consulted for details about
the nature and extent of their expenses.
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 on page 28.)
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 and if no Policy Loans
have been made. 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.
41
<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: $2,141
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 0.0% (NET RATE @ -1.42%)
======== 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 2,141 2,248 1,782 1,782 100,000 1,692 1,777 100,000
2 47 2,141 4,609 3,497 3,497 100,000 3,017 3,188 100,000
3 48 2,141 7,087 5,134 5,134 100,000 4,292 4,548 100,000
4 49 2,141 9,690 6,719 6,719 100,000 5,515 5,858 100,000
5 50 2,141 12,423 8,264 8,264 100,000 6,685 7,114 100,000
6 51 2,141 15,292 9,782 9,782 100,000 7,903 8,314 100,000
7 52 2,141 18,305 11,262 11,262 100,000 9,093 9,453 100,000
8 53 2,141 21,468 12,717 12,717 100,000 10,252 10,526 100,000
9 54 2,141 24,790 14,135 14,135 100,000 11,373 11,527 100,000
10 55 2,141 28,278 15,519 15,519 100,000 12,450 12,450 100,000
11 56 2,141 31,940 16,955 16,955 100,000 13,290 13,290 100,000
12 57 2,141 35,785 18,337 18,337 100,000 14,044 14,044 100,000
13 58 2,141 39,822 19,669 19,669 100,000 14,709 14,709 100,000
14 59 2,141 44,062 20,961 20,961 100,000 15,281 15,281 100,000
15 60 2,141 48,513 22,214 22,214 100,000 15,755 15,755 100,000
16 61 2,141 53,187 23,403 23,403 100,000 16,122 16,122 100,000
17 62 2,141 58,094 24,530 24,530 100,000 16,368 16,368 100,000
18 63 2,141 63,247 25,587 25,587 100,000 16,480 16,480 100,000
19 64 2,141 68,658 26,569 26,569 100,000 16,439 16,439 100,000
20 65 2,141 74,339 27,478 27,478 100,000 16,226 16,226 100,000
25 70 2,141 107,300 30,714 30,714 100,000 11,923 11,923 100,000
30 75 2,141 149,368 30,950 30,950 100,000 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.
42
<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: $2,141
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.58%)
======== 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 2,141 2,248 1,896 1,896 100,000 1,805 1,890 100,000
2 47 2,141 4,609 3,835 3,835 100,000 3,345 3,516 100,000
3 48 2,141 7,087 5,809 5,809 100,000 4,930 5,187 100,000
4 49 2,141 9,690 7,845 7,845 100,000 6,561 6,903 100,000
5 50 2,141 12,423 9,958 9,958 100,000 8,237 8,665 100,000
6 51 2,141 15,292 12,165 12,165 100,000 10,063 10,474 100,000
7 52 2,141 18,305 14,459 14,459 100,000 11,967 12,326 100,000
8 53 2,141 21,468 16,857 16,857 100,000 13,946 14,220 100,000
9 54 2,141 24,790 19,355 19,355 100,000 15,998 16,152 100,000
10 55 2,141 28,278 21,958 21,958 100,000 18,120 18,120 100,000
11 56 2,141 31,940 24,763 24,763 100,000 20,123 20,123 100,000
12 57 2,141 35,785 27,673 27,673 100,000 22,162 22,162 100,000
13 58 2,141 39,822 30,698 30,698 100,000 24,239 24,239 100,000
14 59 2,141 44,062 33,854 33,854 100,000 26,356 26,356 100,000
15 60 2,141 48,513 37,151 37,151 100,000 28,514 28,514 100,000
16 61 2,141 53,187 40,575 40,575 100,000 30,712 30,712 100,000
17 62 2,141 58,094 44,139 44,139 100,000 32,947 32,947 100,000
18 63 2,141 63,247 47,848 47,848 100,000 35,216 35,216 100,000
19 64 2,141 68,658 51,713 51,713 100,000 37,515 37,515 100,000
20 65 2,141 74,339 55,747 55,747 100,000 39,843 39,843 100,000
25 70 2,141 107,300 79,037 79,037 100,000 52,006 52,006 100,000
30 75 2,141 149,368 109,257 109,257 116,905 65,527 65,527 100,000
</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.
43
<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: $2,141
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.58%)
========= 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 2,141 2,248 2,010 2,010 100,000 1,918 2,004 100,000
2 47 2,141 4,609 4,187 4,187 100,000 3,687 3,858 100,000
3 48 2,141 7,087 6,540 6,540 100,000 5,623 5,880 100,000
4 49 2,141 9,690 9,114 9,114 100,000 7,745 8,087 100,000
5 50 2,141 12,423 11,947 11,947 100,000 10,070 10,498 100,000
6 51 2,141 15,292 15,079 15,079 100,000 12,724 13,135 100,000
7 52 2,141 18,305 18,533 18,533 100,000 15,660 16,019 100,000
8 53 2,141 21,468 22,357 22,357 100,000 18,902 19,176 100,000
9 54 2,141 24,790 26,581 26,581 100,000 22,479 22,633 100,000
10 55 2,141 28,278 31,254 31,254 100,000 26,423 26,423 100,000
11 56 2,141 31,940 36,521 36,521 100,000 30,587 30,587 100,000
12 57 2,141 35,785 42,341 42,341 100,000 35,173 35,173 100,000
13 58 2,141 39,822 48,782 48,782 100,000 40,236 40,236 100,000
14 59 2,141 44,062 55,924 55,924 100,000 45,841 45,841 100,000
15 60 2,141 48,513 63,853 63,853 100,000 52,063 52,063 100,000
16 61 2,141 53,187 72,651 72,651 100,000 58,986 58,986 100,000
17 62 2,141 58,094 82,421 82,421 105,499 66,712 66,712 100,000
18 63 2,141 63,247 93,208 93,208 117,442 75,358 75,358 100,000
19 64 2,141 68,658 105,108 105,108 130,334 85,042 85,042 105,451
20 65 2,141 74,339 118,238 118,238 144,251 95,721 95,721 116,780
25 70 2,141 107,300 207,133 207,133 240,275 167,272 167,272 194,036
30 75 2,141 149,368 352,671 352,671 377,358 283,155 283,155 302,976
</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.
44
<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: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 0.0% (NET RATE @ -1.42%)
======== 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 5,551 5,829 4,899 4,899 104,899 4,663 4,885 104,885
2 47 5,551 11,949 9,681 9,681 109,681 8,902 9,346 109,346
3 48 5,551 18,375 14,338 14,338 114,338 13,039 13,705 113,705
4 49 5,551 25,122 18,895 18,895 118,895 17,074 17,962 117,962
5 50 5,551 32,206 23,364 23,364 123,364 21,003 22,113 122,113
6 51 5,551 39,645 27,759 27,759 127,759 25,091 26,157 126,157
7 52 5,551 47,456 32,069 32,069 132,069 29,154 30,087 130,087
8 53 5,551 55,657 36,307 36,307 136,307 33,186 33,896 133,896
9 54 5,551 64,269 40,463 40,463 140,463 37,179 37,579 137,579
10 55 5,551 73,311 44,537 44,537 144,537 41,126 41,126 141,126
11 56 5,551 82,805 48,749 48,749 148,749 44,534 44,534 144,534
12 57 5,551 92,774 52,856 52,856 152,856 47,797 47,797 147,797
13 58 5,551 103,241 56,857 56,857 156,857 50,912 50,912 150,912
14 59 5,551 114,232 60,768 60,768 160,768 53,876 53,876 153,876
15 60 5,551 125,772 64,588 64,588 164,588 56,682 56,682 156,682
16 61 5,551 137,889 68,285 68,285 168,285 59,320 59,320 159,320
17 62 5,551 150,612 71,859 71,859 171,859 61,777 61,777 161,777
18 63 5,551 163,971 75,300 75,300 175,300 64,037 64,037 164,037
19 64 5,551 177,998 78,598 78,598 178,598 66,081 66,081 166,081
20 65 5,551 192,727 81,756 81,756 181,756 67,892 67,892 167,892
25 70 5,551 278,180 95,120 95,120 195,120 72,952 72,952 172,952
30 75 5,551 387,242 103,313 103,313 203,313 69,176 69,176 169,176
</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.
45
<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: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.58%)
========= 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 5,551 5,829 5,202 5,202 105,202 4,965 5,187 105,187
2 47 5,551 11,949 10,594 10,594 110,594 9,802 10,246 110,246
3 48 5,551 18,375 16,173 16,173 116,173 14,830 15,497 115,497
4 49 5,551 25,122 21,973 21,973 121,973 20,058 20,946 120,946
5 50 5,551 32,206 28,016 28,016 128,016 25,489 26,599 126,599
6 51 5,551 39,645 34,324 34,324 134,324 31,396 32,462 132,462
7 52 5,551 47,456 40,899 40,899 140,899 37,602 38,534 138,534
8 53 5,551 55,657 47,764 47,764 147,764 44,109 44,819 144,819
9 54 5,551 64,269 54,921 54,921 154,921 50,918 51,317 151,317
10 55 5,551 73,311 62,384 62,384 162,384 58,028 58,028 158,028
11 56 5,551 82,805 70,398 70,398 170,398 64,956 64,956 164,956
12 57 5,551 92,774 78,733 78,733 178,733 72,102 72,102 172,102
13 58 5,551 103,241 87,402 87,402 187,402 79,473 79,473 179,473
14 59 5,551 114,232 96,435 96,435 196,435 87,071 87,071 187,071
15 60 5,551 125,772 105,846 105,846 205,846 94,899 94,899 194,899
16 61 5,551 137,889 115,619 115,619 215,619 102,955 102,955 202,955
17 62 5,551 150,612 125,768 125,768 225,768 111,234 111,234 211,234
18 63 5,551 163,971 136,300 136,300 236,300 119,727 119,727 219,727
19 64 5,551 177,998 147,220 147,220 247,220 128,421 128,421 228,421
20 65 5,551 192,727 158,545 158,545 258,545 137,305 137,305 237,305
25 70 5,551 278,180 221,527 221,527 321,527 184,237 184,237 284,237
30 75 5,551 387,242 295,538 295,538 395,538 233,333 233,333 333,333
</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.
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 INCREASING (OPTION B) ANNUAL PREMIUM: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.58%)
========= 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 5,551 5,829 5,505 5,505 105,505 5,268 5,490 105,490
2 47 5,551 11,949 11,543 11,543 111,543 10,738 11,182 111,182
3 48 5,551 18,375 18,159 18,159 118,159 16,771 17,437 117,437
4 49 5,551 25,122 25,438 25,438 125,438 23,423 24,311 124,311
5 50 5,551 32,206 33,464 33,464 133,464 30,754 31,865 131,865
6 51 5,551 39,645 42,329 42,329 142,329 39,101 40,167 140,167
7 52 5,551 47,456 52,109 52,109 152,109 48,355 49,288 149,288
8 53 5,551 55,657 62,914 62,914 162,914 58,597 59,307 159,307
9 54 5,551 64,269 74,840 74,840 174,840 69,911 70,311 170,311
10 55 5,551 73,311 88,005 88,005 188,005 82,392 82,392 182,392
11 56 5,551 82,805 102,788 102,788 202,788 95,660 95,660 195,660
12 57 5,551 92,774 119,088 119,088 219,088 110,231 110,231 210,231
13 58 5,551 103,241 137,067 137,067 237,067 126,241 126,241 226,241
14 59 5,551 114,232 156,915 156,915 256,915 143,834 143,834 243,834
15 60 5,551 125,772 178,831 178,831 278,831 163,170 163,170 263,170
16 61 5,551 137,889 202,997 202,997 302,997 184,420 184,420 284,420
17 62 5,551 150,612 229,651 229,651 329,651 207,773 207,773 307,773
18 63 5,551 163,971 259,044 259,044 359,044 233,432 233,432 333,432
19 64 5,551 177,998 291,456 291,456 391,456 261,618 261,618 361,618
20 65 5,551 192,727 327,207 327,207 427,207 292,579 292,579 392,579
25 70 5,551 278,180 569,395 569,395 669,395 499,780 499,780 599,780
30 75 5,551 387,242 964,855 964,855 1,064,855 831,958 831,958 931,958
</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 C) ANNUAL PREMIUM: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 0.0% (NET RATE @ -1.42%)
========= 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 5,551 5,829 4,905 4,905 100,000 4,669 4,891 100,000
2 47 5,551 11,949 9,706 9,706 100,000 8,956 9,400 100,000
3 48 5,551 18,375 14,397 14,397 100,000 13,167 13,833 100,000
4 49 5,551 25,122 19,005 19,005 100,000 17,305 18,194 100,000
5 50 5,551 32,206 23,544 23,544 100,000 21,372 22,482 100,000
6 51 5,551 39,645 28,024 28,024 100,000 25,636 26,702 100,000
7 52 5,551 47,456 32,439 32,439 100,000 29,918 30,850 100,000
8 53 5,551 55,657 36,801 36,801 100,000 34,218 34,929 100,000
9 54 5,551 64,269 41,102 41,102 100,000 38,538 38,937 100,000
10 55 5,551 73,311 45,339 45,339 100,793 42,877 42,877 100,000
11 56 5,551 82,805 49,714 49,714 107,481 46,726 46,726 101,022
12 57 5,551 92,774 53,991 53,991 113,572 50,451 50,451 106,128
13 58 5,551 103,241 58,173 58,173 119,117 54,055 54,055 110,687
14 59 5,551 114,232 62,269 62,269 124,169 57,539 57,539 114,737
15 60 5,551 125,772 66,283 66,283 128,766 60,904 60,904 118,316
16 61 5,551 137,889 70,195 70,195 132,903 64,148 64,148 121,454
17 62 5,551 150,612 74,007 74,007 136,622 67,269 67,269 124,183
18 63 5,551 163,971 77,718 77,718 139,952 70,266 70,266 126,533
19 64 5,551 177,998 81,323 81,323 142,923 73,134 73,134 128,531
20 65 5,551 192,727 84,827 84,827 145,579 75,871 75,871 130,208
25 70 5,551 278,180 100,806 100,806 154,954 87,660 87,660 134,746
30 75 0 355,036 89,186 89,186 124,507 73,269 73,269 102,288
</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 C) ANNUAL PREMIUM: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.58%)
========= 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 5,551 5,829 5,209 5,209 100,000 4,972 5,194 100,000
2 47 5,551 11,949 10,621 10,621 100,000 9,861 10,305 100,000
3 48 5,551 18,375 16,240 16,240 100,000 14,977 15,643 100,000
4 49 5,551 25,122 22,104 22,104 100,000 20,334 21,222 100,000
5 50 5,551 32,206 28,238 28,238 100,000 25,947 27,057 100,000
6 51 5,551 39,645 34,665 34,665 100,000 32,099 33,164 100,000
7 52 5,551 47,456 41,394 41,394 100,306 38,626 39,559 100,000
8 53 5,551 55,657 48,410 48,410 113,939 45,494 46,205 108,750
9 54 5,551 64,269 55,710 55,710 127,406 52,660 53,060 121,345
10 55 5,551 73,311 63,307 63,307 140,737 60,122 60,122 133,657
11 56 5,551 82,805 71,444 71,444 154,462 67,393 67,393 145,704
12 57 5,551 92,774 79,892 79,892 168,058 74,871 74,871 157,497
13 58 5,551 103,241 88,663 88,663 181,551 82,561 82,561 169,055
14 59 5,551 114,232 97,781 97,781 194,982 90,462 90,462 180,388
15 60 5,551 125,772 107,261 107,261 208,373 98,577 98,577 191,503
16 61 5,551 137,889 117,082 117,082 221,678 106,902 106,902 202,403
17 62 5,551 150,612 127,259 127,259 234,927 115,433 115,433 213,097
18 63 5,551 163,971 137,792 137,792 248,132 124,162 124,162 223,587
19 64 5,551 177,998 148,684 148,684 261,309 133,078 133,078 233,881
20 65 5,551 192,727 159,951 159,951 274,506 142,170 142,170 243,991
25 70 5,551 278,180 222,082 222,082 341,374 190,140 190,140 292,273
30 75 0 355,036 264,396 264,396 369,110 213,916 213,916 298,638
</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 LEVEL (OPTION C) ANNUAL PREMIUM: $5,551
FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.582%)
========= 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 5,551 5,829 5,512 5,512 100,000 5,275 5,497 100,000
2 47 5,551 11,949 11,572 11,572 100,000 10,803 11,247 100,000
3 48 5,551 18,375 18,235 18,235 100,000 16,937 17,603 100,000
4 49 5,551 25,122 25,593 25,593 100,000 23,749 24,637 100,000
5 50 5,551 32,206 33,737 33,737 100,000 31,318 32,428 100,000
6 51 5,551 39,645 42,758 42,758 106,708 39,999 41,065 102,482
7 52 5,551 47,456 52,685 52,685 127,666 49,591 50,523 122,427
8 53 5,551 55,657 63,618 63,618 149,735 60,144 60,854 143,229
9 54 5,551 64,269 75,648 75,648 173,004 71,728 72,128 164,953
10 55 5,551 73,311 88,886 88,886 197,602 84,419 84,419 187,670
11 56 5,551 82,805 103,699 103,699 224,197 97,810 97,810 211,465
12 57 5,551 92,774 119,969 119,969 252,362 112,390 112,390 236,419
13 58 5,551 103,241 137,840 137,840 282,247 128,259 128,259 262,629
14 59 5,551 114,232 157,487 157,487 314,040 145,523 145,523 290,182
15 60 5,551 125,772 179,090 179,090 347,914 164,296 164,296 319,172
16 61 5,551 137,889 202,783 202,783 383,939 184,694 184,694 349,690
17 62 5,551 150,612 228,768 228,768 422,319 206,838 206,838 381,836
18 63 5,551 163,971 257,246 257,246 463,241 230,853 230,853 415,713
19 64 5,551 177,998 288,434 288,434 506,917 256,864 256,864 451,433
20 65 5,551 192,727 322,595 322,595 553,634 285,006 285,006 489,125
25 70 5,551 278,180 548,095 548,095 842,504 463,537 463,537 712,526
30 75 0 355,036 862,947 862,947 1,204,718 689,758 689,758 962,936
</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>
APPENDIX B
TARGET ANNUAL PREMIUM PER $1,000
BASE COVERAGE -- UNDERWRITTEN
NON-SMOKER RATES
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
- - - - - - - - - - - MALE NON-SMOKER - - - - - - - - - - - - - - - - - FEMALE NON-SMOKER - - - - - - - -
PRE- STAN- PRE- STAN- PRE- STAN- PRE- STAN-
FERRED DARD FERRED DARD FERRED DARD FERRED DARD
ISSUE NON- NON- ISSUE NON- NON- ISSUE NON- NON- ISSUE NON- NON-
AGE SMOKER SMOKER AGE SMOKER SMOKER AGE SMOKER SMOKER AGE SMOKER SMOKER
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 -- -- 0 -- --
1 -- -- 41 48.84 48.86 1 -- -- 41 41.73 41.75
2 -- -- 42 50.44 50.45 2 -- -- 42 43.09 43.10
3 -- -- 43 52.09 52.11 3 -- -- 43 44.47 44.49
4 -- -- 44 53.77 53.79 4 -- -- 44 45.90 45.92
5 -- -- 45 55.51 55.53 5 -- -- 45 47.38 47.40
6 -- -- 46 57.27 57.31 6 -- -- 46 48.88 48.90
7 -- -- 47 59.10 59.14 7 -- -- 47 50.44 50.46
8 -- -- 48 60.98 61.00 8 -- -- 48 52.02 52.04
9 -- -- 49 62.90 62.92 9 -- -- 49 53.67 53.69
10 -- -- 50 64.87 64.90 10 -- -- 50 55.34 55.36
66.91
11 -- -- 51 66.89 11 -- -- 51 57.06 57.09
12 -- -- 52 68.95 68.99 12 -- -- 52 58.83 58.85
13 -- -- 53 71.07 71.11 13 -- -- 53 60.63 60.67
14 -- -- 54 73.23 73.27 14 -- -- 54 62.48 62.52
15 -- -- 55 75.44 75.49 15 -- -- 55 64.38 64.41
77.73
16 -- -- 56 77.68 16 -- -- 56 66.32 66.36
17 -- -- 57 79.98 80.04 17 -- -- 57 68.32 68.35
18 -- -- 58 82.31 82.38 18 -- -- 58 70.36 70.40
19 -- -- 59 84.71 84.78 19 -- -- 59 72.51 72.54
20 24.89 24.91 60 87.18 87.23 20 20.89 20.89 60 74.42 74.77
21 25.63 25.64 61 89.71 89.76 21 21.58 21.58 61 77.03 77.07
22 26.39 26.41 62 92.30 92.36 22 22.31 22.31 62 79.40 79.45
23 27.20 27.22 63 94.96 95.04 23 23.05 23.05 63 81.85 81.91
24 28.06 28.06 64 97.69 97.78 24 23.81 23.81 64 84.35 84.41
25 28.94 28.94 65 100.47 100.56 25 24.60 24.60 65 86.89 86.96
26 29.87 29.87 66 103.30 103.41 26 25.43 25.43 66 89.48 89.57
27 30.83 30.84 67 106.23 106.34 27 26.28 26.30 67 92.15 92.24
28 31.84 31.86 68 109.23 109.38 28 27.16 27.18 68 94.93 95.02
29 32.88 32.92 69 112.39 112.54 29 28.08 28.10 69 97.84 97.93
30 33.98 34.01 70 115.66 115.83 30 29.01 29.02 70 100.90 101.01
31 35.12 35.14 71 119.09 119.27 31 29.99 30.00 71 104.11 104.24
32 36.30 36.32 72 122.65 122.86 32 30.98 31.00 72 107.49 107.64
33 37.53 37.55 73 126.30 126.53 33 32.03 32.05 73 111.01 111.16
34 38.80 38.81 74 130.03 130.27 34 33.12 33.14 74 114.61 114.79
35 40.11 40.12 75 133.81 134.07 35 34.25 34.27 75 118.31 118.52
36 41.46 41.48 76 137.66 137.97 36 35.41 35.43 76 122.14 122.36
37 42.85 42.87 77 141.64 141.98 37 36.60 36.62 77 126.13 126.37
38 44.29 44.31 78 145.79 146.18 38 37.84 37.85 78 130.31 130.57
39 45.77 45.78 79 150.22 150.65 39 39.10 39.12 79 134.76 135.06
40 47.28 47.30 80 154.90 155.38 40 40.39 40.41 80 139.52 139.84
</TABLE>
51
<PAGE>
<PAGE>
<TABLE>
APPENDIX B
TARGET ANNUAL PREMIUM PER $1,000
BASE COVERAGE -- UNDERWRITTEN
SMOKER RATES
- - --------------------------------------------------------------------------------------------------------
<CAPTION>
- - - - - - - - - - - MALE SMOKER - - - - - - - - - - - - - - - - - - - - FEMALE SMOKER - - - - - - - - -
PRE- STAN- PRE- STAN- PRE- STAN- PRE- STAN-
ISSUE FERRED DARD ISSUE FERRED DARD ISSUE FERRED DARD ISSUE FERRED DARD
AGE SMOKER SMOKER AGE SMOKER SMOKER AGE SMOKER SMOKER AGE SMOKER SMOKER
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 13.49 13.49 0 11.20 11.20
1 13.77 13.77 41 48.95 49.16 1 11.44 11.44 41 41.79 41.99
2 14.16 14.16 42 50.56 50.80 2 11.76 11.76 42 43.16 43.36
3 14.58 14.58 43 52.22 52.49 3 12.11 12.11 43 44.56 44.78
4 15.00 15.00 44 53.91 54.20 4 12.48 12.48 44 46.01 46.24
5 15.47 15.47 45 55.67 55.96 5 12.84 12.84 45 47.79 47.74
6 15.96 15.96 46 57.47 57.72 6 13.25 13.25 46 49.02 49.26
7 16.48 16.48 47 59.32 59.53 7 13.67 13.67 47 50.58 50.82
8 17.03 17.03 48 61.21 61.39 8 14.11 14.11 48 52.20 52.42
9 17.61 17.61 49 63.15 63.30 9 14.58 14.58 49 53.85 54.05
10 18.21 18.21 50 65.15 65.26 10 15.06 15.06 50 55.56 55.74
11 18.84 18.84 51 67.18 67.29 11 15.56 15.56 51 57.29 57.45
12 19.48 19.48 52 69.26 69.36 12 16.08 16.08 52 59.07 59.23
13 20.14 20.14 53 71.40 71.52 13 16.64 16.64 53 60.88 61.04
14 20.83 20.83 54 73.59 73.70 14 17.19 17.19 54 62.73 32.91
15 21.50 21.50 55 75.81 75.92 15 17.77 17.77 55 64.65 64.81
16 22.17 22.17 56 78.07 78.19 16 18.36 18.36 56 66.61 66.77
17 22.85 22.85 57 80.39 80.54 17 18.95 18.95 57 68.60 68.76
18 23.52 23.52 58 82.74 82.88 18 19.59 19.59 58 70.67 70.81
19 24.20 24.20 59 85.14 85.30 19 20.23 20.23 59 72.81 72.94
20 24.91 24.98 60 87.61 87.75 20 20.89 20.89 60 75.02 75.15
21 25.64 25.72 61 90.14 90.30 21 21.58 21.58 61 77.33 77.44
22 26.41 26.49 62 92.77 92.93 22 22.31 22.31 62 79.72 79.82
23 27.22 27.29 63 95.45 95.61 23 23.05 23.05 63 82.19 82.30
24 28.06 28.13 64 98.20 98.40 24 23.81 23.81 64 84.71 84.83
25 28.96 29.00 65 101.01 101.23 25 24.60 24.60 65 87.28 87.43
26 29.89 29.93 66 103.90 104.12 26 25.43 25.43 66 89.89 90.05
27 30.86 30.90 67 106.86 107.12 27 26.30 26.30 67 92.60 92.76
28 31.88 31.91 68 109.92 110.20 28 27.18 27.18 68 95.40 95.59
29 32.93 32.97 69 113.10 113.42 29 28.10 28.10 69 98.34 98.54
30 34.03 34.07 70 116.44 116.77 30 29.02 29.06 70 101.42 101.63
31 35.17 35.21 71 119.90 120.27 31 30.00 30.04 71 104.69 104.92
32 36.36 36.41 72 123.51 123.90 32 31.02 31.07 72 108.09 108.34
33 37.58 37.64 73 127.20 127.61 33 32.07 32.13 73 111.61 111.88
34 38.85 38.92 74 130.95 131.41 34 33.16 33.23 74 115.25 115.54
35 40.16 40.25 75 134.80 135.29 35 34.28 34.36 75 118.99 119.32
36 41.51 41.62 76 138.72 139.26 36 35.45 35.54 76 122.86 123.19
37 42.91 43.03 77 142.78 143.36 37 36.66 36.75 77 126.87 127.26
38 44.36 44.51 78 146.99 147.63 38 37.89 38.02 78 131.11 131.53
39 45.84 46.02 79 151.48 152.17 39 39.15 39.30 79 135.59 136.06
40 47.37 47.57 80 156.21 156.98 40 40.46 40.63 80 140.38 140.90
</TABLE>
52
<PAGE>
<PAGE>
<TABLE>
APPENDIX B
TARGET ANNUAL PREMIUM PER $1,000
BASE COVERAGE -- GUARANTEED ISSUE
- - --------------------------------------------------------------------------------------------------------
<CAPTION>
- - - - - - - - - -MALE GUARANTEED ISSUE- - - - - - - - - - - - - - -FEMALE GUARANTEED ISSUE- - - - - - -
ISSUE NON- ISSUE NON- ISSUE NON- ISSUE NON-
AGE SMOKER SMOKER AGE SMOKER SMOKER AGE SMOKER SMOKER AGE SMOKER SMOKER
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 -- -- 0 -- --
1 -- -- 41 44.70 53.45 1 -- -- 41 44.70 53.45
2 -- -- 42 46.24 55.22 2 -- -- 42 46.24 55.22
3 -- -- 43 47.82 57.01 3 -- -- 43 47.82 57.01
4 -- -- 44 49.45 58.83 4 -- -- 44 49.45 58.83
5 -- -- 45 51.12 60.69 5 -- -- 45 51.12 60.69
6 -- -- 46 52.83 62.61 6 -- -- 46 52.83 62.61
7 -- -- 47 54.60 64.57 7 -- -- 47 54.60 64.57
8 -- -- 48 56.40 66.56 8 -- -- 48 56.40 66.56
9 -- -- 49 58.24 68.63 9 -- -- 49 58.24 68.63
10 -- -- 50 60.15 70.78 10 -- -- 50 60.15 70.78
11 -- -- 51 62.09 72.97 11 -- -- 51 62.09 72.97
12 -- -- 52 64.10 75.19 12 -- -- 52 64.10 75.19
13 -- -- 53 66.20 77.47 13 -- -- 53 66.20 77.47
14 -- -- 54 68.35 79.77 14 -- -- 54 68.35 79.77
15 -- -- 55 70.62 82.10 15 -- -- 55 70.62 82.10
16 -- -- 56 72.94 84.51 16 -- -- 56 72.94 84.51
17 -- -- 57 75.29 86.96 17 -- -- 57 75.29 86.96
18 -- -- 58 77.72 89.47 18 -- -- 58 77.72 89.47
19 -- -- 59 80.25 92.06 19 -- -- 59 80.25 92.06
20 22.39 27.34 60 82.85 94.72 20 22.39 27.34 60 82.85 94.72
21 23.07 28.15 61 85.52 97.47 21 23.07 28.15 61 85.52 97.47
22 23.78 28.99 62 88.26 100.35 22 23.78 28.99 62 88.26 100.35
23 24.52 29.87 63 91.03 103.30 23 24.52 29.87 63 91.03 103.30
24 25.31 30.79 64 93.83 106.30 24 25.31 30.79 64 93.83 106.30
25 26.15 31.76 65 96.69 109.36 25 26.15 31.76 65 96.69 109.36
26 27.00 32.77 66 99.70 112.47 26 27.00 32.77 66 99.70 112.47
27 27.89 33.83 67 102.83 115.66 27 27.89 33.83 67 102.83 115.66
28 28.81 34.94 68 106.12 119.02 28 28.81 34.94 68 106.12 119.02
29 29.78 36.09 69 109.54 122.54 29 29.78 36.09 69 109.54 122.54
30 30.79 37.28 70 113.12 126.28 30 30.79 37.28 70 113.12 126.28
31 31.83 38.54 71 -- -- 31 31.83 38.54 71 -- --
32 32.91 39.83 72 -- -- 32 32.91 39.83 72 -- --
33 34.04 41.18 73 -- -- 33 34.04 41.18 73 -- --
34 35.24 42.57 74 -- -- 34 35.24 42.57 74 -- --
35 36.45 43.99 75 -- -- 35 36.45 43.99 75 -- --
36 37.72 45.46 76 -- -- 36 37.72 45.46 76 -- --
37 39.02 46.96 77 -- -- 37 39.02 46.96 77 -- --
38 40.39 48.53 78 -- -- 38 40.39 48.53 78 -- --
39 41.78 50.14 79 -- -- 39 41.78 50.14 79 -- --
40 43.21 51.79 80 -- -- 40 43.21 51.79 80 -- --
</TABLE>
53
<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
(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
II-2
<PAGE>
<PAGE>
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.
VGSP Prospectus, consisting of 56 pages; FRC-VUL Prospectus,
consisting of 55 pages.
The undertaking to file reports required by Section 15 (d), 1934
Act.
The undertaking pursuant to Rule 484.
Representations pursuant to Rule 6e-3(T).
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 <F1>
(b) Proposed form of Selling Agreement <F1>
(c) Commission Schedule <F1>
(4) Not applicable
(5) (a) Revised form of VGSP Policy <F2>
(b) Form of VGSP Pension Policy and Policy Riders <F1>
(c) Waiver of monthly Deduction Rider <F1>
(d) Form of FRC-VUL Policy <F4>
(e) Form of FRC-VUL Waiver of Monthly Deduction Rider <F4>
(f) Form of FRC-VUL Waiver of Specified Premium Rider <F4>
(g) Form of FRC-VUL Increasing Benefit Rider <F4>
II-4
<PAGE>
<PAGE>
(6) (a) Amended and Restated Charter and Articles of
Incorporation of General American <F6>
(b) Amended and Restated By-Laws of General American <F6>
(7) Not applicable
(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>
(c) Form of Participation Agreement with Russell
Insurance Funds, Inc. <F4>
(9) Not applicable
(10) (a) Form of Application for Standard VGSP Policy <F2>
(b) Form of Application for Standard FRC-VUL Policy <F4>
(c) Form of Application for FRC-VUL Policy--Guaranteed
Issue <F4>
(d) Form of Master Application for FRC-VUL Policy <F4>
2. Revised 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) See Exhibit 1(5)
(3) (a) Opinion of Robert J. Banstetter, General
Counsel of General American as to VGSP Policy <F1>
(b) Opinion of Matthew P. McCauley, Associate
General Counsel of General American as to FRC-VUL
Policy <F4>
II-5
<PAGE>
<PAGE>
(4) No financial statements are omitted from the
Prospectuses pursuant to prospectus instructions 1(b)
or (c).
(5) Not applicable
[FN]
_____________________
<F1> Incorporated by reference to the initial Registration
Statement and File No. 33-48550.
<F2> Incorporated by reference to Pre-Effective Amendment No. 1
to the Registration Statement, File No. 33-48550.
<F3> Incorporated by reference to Post-Effective Amendment No. 3
to the Registration Statement, File No. 33-48550.
<F4> Incorporated by reference to Post-Effective Amendment No. 5
to the Registration Statement, File No. 33-48550.
<F5> Incorporated by reference to Post-Effective Amendment No. 7
to the Registration Statement, File No. 33-48550.
<F6> Incorporated by reference to Post-Effective Amendment No. 9
to the Registration Statement, File No. 33-48550.
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 certify that they meet all of the requirements for effectiveness
of this amended Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and have duly caused this amended 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 President, General American
Life Insurance Company
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
- --------- ----- ----
<C> <S> <C>
/s/ Richard A. Liddy Chairman, President 2/26/99
- ------------------------- (Principal Executive
Richard A. Liddy Officer)
/s/ David L. Herzog Vice President 2/26/99
- ------------------------- Principal
David L. Herzog Financial Officer)
- -------------------------
August A. Busch, III<F*> Director
II-7
<PAGE>
<PAGE>
- -------------------------
William E. Cornelius<F*> Director
- --------------------------
John C. Danforth<F*> Director
- --------------------------
Bernard A. Edison<F*> Director
/s/ Richard A. Liddy
- --------------------------
Richard A. Liddy Director 2/26/99
- --------------------------
William E. Maritz<F*> Director
- -------------------------
Craig D. Schnuck<F*> Director
- --------------------------
William P. Stiritz<F*> Director
- --------------------------
Andrew C. Taylor<F*> Director
- --------------------------
H. Edwin Trusheim<F*> Director
- --------------------------
Robert L. Virgil, Jr.<F*> Director
- --------------------------
Virginia V. Weldon<F*> Director
- --------------------------
Ted C. Wetterau<F*> Director
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-8
