<PAGE>
GENERAL AMERICAN LIFE INSURANCE COMPANY
PROSPECTUS SUPPLEMENT
DATED SEPTEMBER 20, 2000
These pages supplement General American Life Insurance Company's
prospectus, dated May 1, 2000, for the Flexible Premium Life Insurance
Policy. This supplement reflects changes to four of the underlying
funds to which you are able to allocate premiums. For additional
information regarding these funds, please refer to the underlying funds'
prospectus. Unless otherwise stated, all changes are effective as of
the date of this supplement. You should review this supplement and keep
it with your prospectus and other important papers related to your
policy. Capitalized terms in this supplement have the same meaning as
set forth in the prospectus unless otherwise defined herein. Please
contact your Agent / Registered Representative if you have any questions
regarding this information.
CHANGES TO GENERAL AMERICAN CAPITAL COMPANY FUNDS
Subadvisory Services. General American Capital Company's Asset
--------------------
Allocation Fund, Managed Equity Fund, Mid-Cap Equity Fund, and Small-Cap
Equity Fund are subadvised by State Street Research & Management. State
Street is responsible for day-to-day portfolio management for these
funds.
Investment Objective. The Capital Company's Small-Cap Equity Fund has
--------------------
changed from a passively managed to an actively managed fund. The
fund's investment objective is to provide investors long-term growth of
capital. The fund will invest primarily in small company value stocks.
OPERATING EXPENSES. The Capital Company has lowered the investment
------------------
advisory fee for the S&P 500 Index Fund from an annual rate of 0.25% of
assets to a graduated fee structure that, based on the fund's asset
levels at the end of last year, is 0.0825%. In connection with its
change from a passively managed fund to an actively managed fund, the
Small-Cap Equity Fund's investment advisory fee has increased from an
annual rate of 0.25% of assets to a graduated fee structure that, based
on the fund's asset levels at the end of last year, is 0.75% of assets.
The following chart shows the operating expenses of the funds as
reported for the fiscal year ending December 31, 1999. For the Capital
Company's S&P 500 Index Fund and Small-Cap Equity Fund, the chart shows
first what the fees would have been had the current fee structure been
in place for 1999, and then shows the actual fees incurred under the fee
structure that was then in effect. The investment advisory fees for the
Capital Company's Managed Equity Fund, Asset Allocation Fund, and Mid-
Cap Equity Fund will change effective January 6, 2002. These scheduled
changes are described in the footnotes following the chart.
<TABLE>
----------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES<F1>
As a Percentage of Average Net Assets
<CAPTION>
----------------------------------------------------------------------------------------
INVESTMENT
FUND ADVISORY / OTHER
MANAGEMENT EXPENSES TOTAL
FEE
----------------------------------------------------------------------------------------
GENERAL AMERICAN CAPITAL COMPANY
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
S&P 500 Index Fund .0825% .05% .1325%<F2>
(.25% for 1999) (.30% for 1999)
----------------------------------------------------------------------------------------
Money Market Fund .125% .08% .205%
----------------------------------------------------------------------------------------
Bond Index Fund .25% .05% .30%
----------------------------------------------------------------------------------------
Managed Equity Fund .29% .10% .39%<F3>
----------------------------------------------------------------------------------------
Asset Allocation Fund .50% .10% .60%<F4>
----------------------------------------------------------------------------------------
International Index Fund .49% .30% .79%<F5>
----------------------------------------------------------------------------------------
Mid-Cap Equity Fund .54% .10% .64%<F6>
----------------------------------------------------------------------------------------
Small-Cap Equity Fund .75% .05% .80%<F7>
(.25% for 1999) (.30% for 1999)
----------------------------------------------------------------------------------------
1
<PAGE>
<PAGE>
<CAPTION>
----------------------------------------------------------------------------------------
RUSSELL INSURANCE FUNDS
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Multi-Style Equity Fund .74% .18% .92%<F8>
Aggressive Equity Fund .86% .39% 1.25%<F9>
Non-U.S. Fund .75% .55% 1.30%<F10>
Core Bond Fund .54% .26% .80%<F11>
<CAPTION>
----------------------------------------------------------------------------------------
AMERICAN CENTURY VARIABLE PORTFOLIOS
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income & Growth Fund .70% .00% .70%
International Fund 1.37% .00% 1.37%
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>
----------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity-Income Portfolio .48% .08% .56%
Growth Portfolio .58% .07% .65%
Overseas Portfolio .73% .14% .87%
High Income Portfolio .58% .11% .69%
<CAPTION>
----------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Asset Manager .53% .09% .62%
<CAPTION>
----------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mid Cap Portfolio .97% .00% .97%
<CAPTION>
----------------------------------------------------------------------------------------
VAN ECK WORLDWIDE INSURANCE TRUST
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Worldwide Hard Assets Fund 1.00% .34% 1.34%
Worldwide Emerging Markets Fund 1.00% .26% 1.26%
<CAPTION>
----------------------------------------------------------------------------------------
SEI INSURANCE PRODUCTS TRUST
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Large Cap Value Fund .35% .50% .85%<F12>
Large Cap Growth Fund .40% .45% .85%<F12>
Small Cap Value Fund .65% .45% 1.10%<F12>
Small Cap Growth Fund .65% .45% 1.10%<F12>
International Equity Fund .51% .77% 1.28%<F12>
Emerging Markets Equity Fund 1.05% .90% 1.95%<F12>
Core Fixed Income Fund .28% .32% .60%<F12>
High Yield Bond Fund .49% .36% .85%<F12>
International Fixed Income Fund .40% .60% 1.00%<F12>
Emerging Markets Debt Fund .85% .50% 1.35%<F12>
<CAPTION>
----------------------------------------------------------------------------------------
METROPOLITAN SERIES FUND, INC.
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Janus Mid-Cap Portfolio .67% .04% .71%
T. Rowe Price Large Cap Growth Portfolio .69% .24% .93%
T. Rowe Price Small Cap Growth Portfolio .52% .09% .61%
<CAPTION>
----------------------------------------------------------------------------------------
NEW ENGLAND ZENITH FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alger Equity Growth Series .80% .00% .80%
----------------------------------------------------------------------------------------
<PAGE>
<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 investment management / advisory fees charged by the S&P 500
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 $500 million, 0.10%; next $250 million, 0.08%; balance over $750
million, 0.05%.
2
<PAGE>
<PAGE>
<F3> The investment management / advisory 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%. Effective January 6, 2002, the investment management /
advisory fees will be: first $250 million, 0.50%; next $500 million,
0.45%; balance over $750 million, 0.35%.
<F4> The investment management / advisory fees charged by the Asset
Allocation Fund 0.50%. Effective January 6, 2002 the fee will be stated
as a series of annual percentages of the average daily value of the net
assets of the Fund. The percentages will decrease with respect to
assets of the Fund above certain amounts, as follows: first $500
million, 0.55%; next $500 million, 0.45%; balance over $1 billion,
0.40%.
<F5> The investment management / advisory 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%.
<F6> The investment management / advisory 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 Fund. 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%. Effective January 6, 2002, the investment management /
advisory fees will be: first $250 million, 0.55%; next $500 million,
0.50%; balance over $750 million, 0.45%.
<F7> The investment management / advisory fees charged by the Small-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 $250 million, 0.75%; next $500 million, 0.65%; balance over $750
million, 0.60%.
<F8> 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 2000, 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 0.96% of average daily
net assets.
<F9> 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 2000, 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%, and total Fund expenses would have been 1.34% of average daily
net assets.
<F10> 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 2000, 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%, and total Fund expenses would have been 1.50% of average daily
net assets.
<F11> 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 2000, 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%, and total Fund expenses would have been 0.86% of average daily
net assets.
3
<PAGE>
<PAGE>
<F12> The SEI VP Funds' total actual annual fund operating expenses for
the current fiscal year are expected to be less than the maximum amount
allowed because the Adviser will voluntarily waive a portion of its fee
in order to keep total operating expenses at a specified level. The
Adviser may discontinue all or part of its waiver at any time. With
this fee waiver, the Funds' actual total operating expenses are expected
to be the amounts shown in the table above. Absent the fee waiver, the
Funds' total operating expenses would be: Large Cap Value Fund, 0.95%;
Large Cap Growth Fund, 1.00%; Small Cap Value Fund, 1.20%; Small Cap
Growth Fund, 1.20%; International Equity Fund, 1.41%; Emerging Markets
Equity Fund, 2.34%; Core Fixed Income Fund, 0.70%; High Yield Bond Fund,
0.99%; International Fixed Income Fund, 1.31%; Emerging Markets Debt
Fund, 1.95%.
4
</TABLE>
