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As Filed With the Securities and Exchange Commission on May 26, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
GE Life & Annuity Separate Account III
(Exact Name of Registrant)
GE Life and Annuity Assurance Company
(Name of Depositor)
6610 West Broad Street, Richmond, Virginia 23230
(Address of Principal Executive Office)
Name and complete address of agent for service
Patricia L. Dysart
Associate General Counsel and Assistant Vice President
GE Life and Annuity Assurance Company
6610 W. Broad Street
Richmond, VA 23230
Copy to:
Stephen E. Roth, Esquire
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Ave., NW
Washington, D.C. 20004-2415
Title of Securities Being Registered: Interests in a separate account under
Single Premium Variable Life Insurance
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<PAGE>
GE Life & Annuity Separate Account III
Prospectus For The
Single Premium Variable Life Insurance Policy
Policy Form P1254 Single Life
Policy Form P1255 Joint Life
issued by:
GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond, Virginia 23230
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This prospectus describes a single premium variable life insurance policy
offered by GE Life and Annuity Assurance Company ("we," "us," "our," or the
"Company"). The Policy provides life insurance protection.
We offer the Policy on either a single life or joint and last survivor basis.
If you purchase the Policy on a single life basis, we will pay a death benefit
upon the death of the Insured. If you purchase the Policy on a joint and last
survivor basis, we will pay a death benefit only on the death of the Last
Insured. If the Attained Age of the Insured under a single life Policy or the
Last Insured under a joint and last survivor Policy at death is less than 100,
the amount of the death benefit will equal the greater of the Specified Amount
or the Account Value multiplied by the applicable corridor percentage. If the
Attained Age of the Insured or Last Insured at death is 100 or more, the amount
of the death benefit will equal the Account Value multiplied by the applicable
corridor percentage. Withdrawals may lower your Specified Amount.
Your investment (premium payment) may accumulate Account Value on a variable or
fixed basis, or both. If you choose our variable option, we will invest your
premium payment in Subaccounts of Separate Account III. Each Subaccount invests
in shares of the Funds. We list the Funds, and their currently available
portfolios, below.
AIM Variable Insurance Funds, Inc.
AIM V.I. Capital Appreciation Fund, AIM V.I. Growth Fund, AIM V.I. Value
Fund
Alliance Variable Products Series Fund, Inc.
Growth & Income Portfolio, Premier Growth Portfolio, Quasar Portfolio
Dreyfus:
Dreyfus Investment Portfolios-Emerging Markets Portfolio, The Dreyfus
Socially Responsible Growth Fund, Inc.
Federated Insurance Series:
Federated High Income Fund, Federated International Small Company Fund II
Fidelity Variable Insurance Products Fund (VIP):
VIP Equity Income Portfolio, VIP Growth Portfolio
Fidelity Variable Insurance Products Fund II (VIP II):
VIP II Contrafund(R) Portfolio
Fidelity Variable Insurance Products Fund III (VIP III):
VIP III Growth & Income Portfolio, VIP III Mid Cap Portfolio
GE Investments Funds, Inc.:
Mid-Cap Value Equity Fund, Money Market Fund, Premier Growth Equity Fund,
Small-Cap Value Equity Fund, S&P 500(R) Index Fund, U.S. Equity Fund, Value
Equity Fund
1
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Janus Aspen Series:
Aggressive Growth Portfolio, Balanced Portfolio, Capital Appreciation
Portfolio, Global Life Sciences Portfolio, Global Technology Portfolio,
Growth Portfolio, International Growth Portfolio, Worldwide Growth Portfolio
MFS(R) Variable Insurance Trust:
MFS(R) Growth Series, MFS(R) Growth With Income Series, MFS(R) New Discovery
Series, MFS(R) Utilities Series
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities Fund/VA, Oppenheimer Main Street Growth &
Income Fund/VA
PIMCO Variable Insurance Trust:
Foreign Bond Portfolio, High Yield Bond Portfolio, Long-Term U.S. Government
Bond Portfolio, Total Return Bond Portfolio
Rydex Variable Trust:
Rydex OTC Fund
Not all of these portfolios may be available in all states or in all
markets.
You bear the investment risk if you allocate your premium payments to Separate
Account III.
If you choose our fixed option, your premium payments will grow at the rate of
at least 4%. We take the investment risk of premium payments allocated to the
Guarantee Account.
Your Policy provides for a Surrender Value. Your Surrender Value will depend
upon your Account Value.
You may cancel your Policy during the free-look period. Please note that
replacing your existing insurance coverage with the Policy might not be to your
advantage.
In almost all cases, the Policies will be modified endowment contracts for
Federal income tax purposes. This means that a loan or other distribution from
the Policy during the life of the Insured under a single life Policy or the
lives of the Insureds under a joint and last survivor Policy will in almost all
cases be taxed as ordinary income to the extent of any earnings in the Policy,
and may be subject to an additional 10% Federal penalty tax, if taken before
the Owner attains age 59 1/2. Special tax and legal considerations apply if
this Policy is used in connection with a qualified plan or certain other
employment plans.
The Securities and Exchange Commission has not approved these securities or
determined if this Prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
Neither the U.S. Government nor any governmental agency insures or guarantees
your investment in the Policy.
This Prospectus contains information about Separate Account III that you should
know before investing. Please read this Prospectus carefully before investing
and keep it for future reference.
The date of this Prospectus is , 2000
2
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Table of Contents
<TABLE>
<S> <C>
Definitions................................................................. 6
Policy Summary.............................................................. 8
Annual Expense Table........................................................ 12
Portfolio Annual Expenses.................................................. 13
Other Policies............................................................. 15
Risk Summary................................................................ 16
GE Life and Annuity Assurance Company....................................... 18
State Regulation........................................................... 18
Separate Account III........................................................ 19
Changes to Separate Account III............................................ 19
The Portfolios.............................................................. 21
Subaccounts................................................................
Your Right to Vote Portfolio Shares........................................ 28
The Guarantee Account....................................................... 29
Charges And Deductions...................................................... 30
Charges Attributable to Premium Payments................................... 30
Mortality and Expense Risk Charge.......................................... 31
Administrative Expense Charge.............................................. 31
Cost of Insurance.......................................................... 31
Surrender Charge........................................................... 33
Partial Surrender Processing Fee........................................... 33
Transfer Charge............................................................ 33
Other Charges.............................................................. 34
Reduction of Charges for Group Sales....................................... 34
The Policy.................................................................. 35
Applying for a Policy...................................................... 35
Owner...................................................................... 35
Beneficiary................................................................ 35
Changing the Beneficiary................................................... 36
Canceling a Policy......................................................... 36
Premiums.................................................................... 37
General.................................................................... 37
Initial Premium............................................................ 37
Tax Free Exchanges (1035 Exchanges)........................................ 37
Additional Premium Payments................................................ 38
Repayment of Outstanding Policy Debt....................................... 38
Allocating Premiums........................................................ 39
</TABLE>
3
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<TABLE>
<S> <C>
How Your Account Value Varies............................................... 40
Account Value.............................................................. 40
Surrender Value............................................................ 40
Subaccount Values.......................................................... 40
Unit Values................................................................ 40
Net Investment Factor...................................................... 40
Transfers................................................................... 42
General.................................................................... 42
Dollar-Cost Averaging...................................................... 42
Asset Allocation...........................................................
Portfolio Rebalancing...................................................... 43
Transfers by Third Parties................................................. 44
Death Benefits.............................................................. 45
Amount of Death Benefit Payable............................................ 45
Changing the Specified Amount.............................................. 46
Surrenders and Partial Surrender............................................ 47
Surrenders................................................................. 47
Partial Surrender.......................................................... 47
Effect of Partial Surrender on Account Value and Death Benefit Proceeds.... 47
Loans....................................................................... 48
General.................................................................... 48
Preferred Policy Debt...................................................... 48
Interest Rate Charged...................................................... 49
Repayment of Policy Debt................................................... 49
Effect of Policy Loans..................................................... 49
Termination................................................................. 50
Premium to Prevent Termination............................................. 50
Your Policy will Remain in Effect During the Grace Period.................. 50
Reinstatement.............................................................. 50
Payments And Telephone Transactions......................................... 51
Requesting Payments........................................................ 51
Telephone Transactions..................................................... 51
Tax Considerations.......................................................... 52
Federal Tax Matters........................................................ 52
Introduction............................................................... 52
Tax Status of the Policy................................................... 52
Tax Treatment of Policies -- General....................................... 53
Tax Treatment of Modified Endowment Contracts.............................. 53
Tax Treatment of Policies That Are Not MECs................................ 54
Other Tax Rules Applicable to the Policies................................. 55
Income Tax Withholding..................................................... 56
</TABLE>
4
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<TABLE>
<S> <C>
Taxation Status of the Company............................................. 56
Changes in the Law and Other Considerations................................ 56
Other Policy Information.................................................... 57
Exchange Privilege......................................................... 57
Optional Payment Plans..................................................... 57
Dividends.................................................................. 58
Incontestability........................................................... 58
Suicide Exclusion.......................................................... 58
Misstatement of Age or Sex................................................. 59
Written Notice............................................................. 59
Trustee.................................................................... 59
Other Changes.............................................................. 59
Reports.................................................................... 60
Change of Owner............................................................ 60
Using the Policy as Collateral............................................. 60
Reinsurance................................................................ 60
Legal Proceedings.......................................................... 60
Additional Information...................................................... 61
Sale of the Policies....................................................... 61
Legal Matters.............................................................. 61
Experts.................................................................... 61
Actuarial Matters.......................................................... 62
Financial Statements....................................................... 62
Executive Officers and Directors........................................... 63
Other Information.......................................................... 64
Hypothetical Illustrations.................................................. 65
</TABLE>
This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not be lawfully made.
5
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Definitions
We have tried to make this Prospectus as understandable as possible. However,
in explaining how the Policy works, we have had to use certain terms that have
special meanings. We define these terms below.
Account Value -- The total amount under the Policy in each Subaccount,
Guarantee Account and the General Account.
Attained Age -- The Insured's Age on the Policy Date plus the number of full
years since the Policy Date.
Beneficiary -- The person or entity you designate to receive the death benefit
payable at the death of the Insured under a single life Policy or the death of
the Last Insured under a joint and last survivor Policy.
Fund -- Any open-end management investment company or unit investment trust in
which Separate Account III invests.
GE Life & Annuity -- GE Life and Annuity Assurance Company.
General Account -- Assets of GE Life & Annuity other than those allocated to
Separate Account III or any of our other separate accounts.
Guarantee Account -- Part of our General Account that provides a guaranteed
interest rate for a specified interest rate guarantee period. This account is
not part of and does not depend on the investment performance of Separate
Account III.
Home Office -- Our offices at 6610 West Broad Street, Richmond, Virginia 23230,
1-804-281-6000.
Insured -- The person upon whose life we issue a single life Policy.
Last Insured -- The last Insured to die under a joint and last survivor Policy.
Monthly Anniversary Day -- The same day in each month as the Policy Date.
Optional Payment Plan -- A plan under which any part of death benefit Proceeds
or Surrender Value Proceeds can be used to provide a series of periodic
payments to you or a Beneficiary.
Owner -- The Owner of the Policy. "You" or "your" refers to the Owner. You may
also name Contingent Owners.
Policy -- The Policy with any attached application(s), any riders, and
endorsements.
Policy Date -- The date as of which we issue the Policy and the date as of
which the Policy becomes effective. We measure Policy Years and Anniversaries
from the Policy Date. The Policy Date is shown on the Policy data pages. If the
Policy Date would otherwise fall on the 29th, 30th or 31st of a month, the
Policy Date will be the 28th.
Policy Debt -- The amount of outstanding loans plus accrued interest.
Policy Month -- A one-month period beginning on a Monthly Anniversary Day and
ending on the day immediately preceding the next Monthly Anniversary Day.
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Proceeds -- The amount payable upon surrender of the Policy or the death of the
Insured under a single life Policy or the death of the Last Insured under a
joint and last survivor Policy. We will reduce your Proceeds by outstanding
Policy Debt and any due and unpaid monthly deductions to determine the death
benefit payable under the Policy.
Separate Account III -- GE Life & Annuity Separate Account III, the segregated
asset account of GE Life & Annuity to which you allocate premiums.
Specified Amount -- An amount we use in determining the insurance coverage on
an Insured's life under a single life Policy or the Insureds' lives under a
joint and last survivor Policy.
Subaccount -- A subdivision of Separate Account III, the assets of which invest
exclusively in a corresponding portfolio of a Fund. Not all Subaccounts may be
available in all states or markets.
Surrender Value -- The amount we pay you when you surrender the Policy. It is
equal to Account Value less Policy Debt and less any applicable surrender
charge.
Unit Value -- A unit of measure we use to calculate the Account Value for each
Subaccount.
Valuation Day -- For each Subaccount, each day on which the New York Stock
Exchange is open for regular trading except for days that the Subaccount's
corresponding Fund does not value its shares.
Valuation Period -- The period that starts at the close of regular trading on
the New York Stock Exchange on any Valuation Day and continues to the end of
the next Valuation Day.
7
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Policy Summary
PREMIUMS
. You select an initial premium payment which will be shown in your Policy's
data pages. The minimum initial premium payment is $25,000. See Premiums.
. You may make additional premium payments, within limits. See Premiums.
. Under certain circumstances, you may have to pay extra premiums to prevent
termination. See Premium to Prevent Termination.
ALLOCATION OF PREMIUMS
. You allocate your premiums among up to ten of the Subaccounts of Separate
Account III at any given time. You may also allocate premiums to the
Guarantee Account. Allocations to the Guarantee Account do not count as one
of the ten allocations we permit under the Policy. Until 1) the date we
approve the application, 2) the date we receive all necessary forms
(including any subsequent amendments to your application), and 3) the date we
receive the entire initial premium, we will place any premiums you pay in a
non-interest bearing account. We will then allocate any portion of your
initial premium designated for the Guarantee Account to the Guarantee Account
and any portion of your initial premium designated for the Subaccounts to the
Subaccounts you choose. See Allocating Premiums for rules and limits.
8
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. The Subaccounts invest in corresponding portfolios of the following Funds:
Portfolios
AIM Variable Insurance Funds, Inc. US Equity Fund
AIM V.I. Capital Appreciation Fund Value Equity Fund
AIM V.I. Growth Fund
AIM V.I. Value Fund Janus Aspen Series
Aggressive Growth Portfolio
Alliance Variable Products Series Balanced Portfolio
Fund, Inc. Capital Appreciation Portfolio
Growth & Income Portfolio Global Life Sciences Portfolio
Premier Growth Portfolio Global Technology Portfolio
Quasar Portfolio Growth Portfolio
International Growth Portfolio
Dreyfus Worldwide Growth Portfolio
Dreyfus Emerging Markets Fund
Dreyfus Socially Responsible Growth Fund MFS(R) Variable Insurance Trust
MFS(R) VIT Growth Series
Federated Insurance Series MFS(R) VIT Growth with Income
Federated High Income Fund Series
Federated Small Cap International Fund MFS(R) VIT New Discovery Series
MFS(R) VIT Utilities Series
Fidelity Variable Insurance Products Fund Oppenheimer Variable Account
VIP Equity-Income Portfolio Funds
VIP Growth Portfolio Oppenheimer Main Street Growth
& Income Fund/VA
Fidelity Variable Insurance Products Fund II Oppenheimer Multiple Strategies
VIP II Contrafund Portfolio Fund/VA
Fidelity Variable Insurance Products Fund III PIMCO Variable Insurance Trust
VIP III Growth & Income Portfolio Foreign Bond Portfolio
VIP III Mid Cap Portfolio High Yield Bond Portfolio
Long-Term U.S. Government Bond
GE Investments Funds, Inc. Portfolio
Mid-Cap Value Equity Fund Total Return Bond Portfolio
Money Market Fund
Premier Growth Equity Fund Rydex Variable Trust
Small-Cap Value Equity Fund Rydex OTC Fund
S&P 500 Index Fund
Not all of these portfolios may be available in all states or in all markets.
DEDUCTIONS FROM ASSETS
. Each Fund deducts management fees and other expenses from its assets. For the
year ended December 31, 1999, the minimum total annual expenses (as a
percentage of average net assets) was .30% and the maximum total annual
expenses (as a percentage of average net assets) was 1.55%.
. We make a monthly deduction from your Account Value for 1) the mortality and
expense risk charge at a current effective annual rate of .70% from assets in
the Subaccounts during the first ten Policy Years decreasing to a current
effective annual rate of .35% thereafter; 2) the administrative expense
charge at a current effective annual rate of .40% from your assets in the
Subaccounts and the Guarantee Account; 3) the cost of insurance; 4) the
premium tax charge (deducted monthly during the first ten years following
each premium payment at a rate equivalent to an annual rate of .20% of that
portion of the Policy's Account Value in Separate Account III attributable to
each premium payment); and 5) the
9
<PAGE>
distribution expense charge (deducted monthly during the first ten years
following each premium payment at a rate equivalent to an annual rate of .30%
of that portion of the Policy's Account Value in Separate Account III
attributable to each premium payment).
ACCOUNT VALUE
. Account Value equals the total amount in each Subaccount and the General
Account.
. Account Value serves as the starting point for calculating certain values
under a Policy, such as your Proceeds. Account Value varies from day to day
to reflect investment experience of the Subaccounts, charges deducted and
other Policy transactions (such as Policy loans, transfers, and partial
surrenders). See How Your Account Value Varies.
. You can transfer Account Value among the Subaccounts and the Guarantee
Account (subject to certain restrictions). We reserve the right to assess a
$10 transfer charge for each transfer made after the first transfer in a
calendar month. See Transfers for rules and limits. Policy loans reduce the
amount available for allocations and transfers.
. There is no minimum guaranteed Account Value. Your Policy will terminate if
the Surrender Value is too low to cover the monthly deduction (i.e., the
premium tax and distribution expense charges, if applicable, and the
mortality and expense risk charge, the administrative expense charge and the
cost of insurance charge) and the grace period expires without a sufficient
payment. See Premium to Prevent Termination.
CASH BENEFITS
. You may take a Policy loan for up to 90% of the difference between Account
Value and any Surrender Charges, minus any Policy Debt. See Loans.
. In each Policy Year after the first, you may make one partial surrender from
your Policy. The maximum amount you may withdraw is that amount equal to the
lesser of a) the Surrender Value less $1,000; and b) the available loan
amount (which is equal to 90% of the difference between Account Value and any
applicable surrender charges, minus any Policy Debt). A processing fee equal
to the lesser of $25 or 2% of the amount of the partial surrender will apply
to each partial surrender, but no surrender charge will apply. We will not
permit a partial surrender that would reduce Account Value below $25,000. See
Partial Surrender.
. While the Insured is alive under a single life Policy or the Last Insured is
alive under a joint and last survivor Policy, you can surrender your Policy
at any time for
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its Surrender Value (Account Value minus Policy Debt and minus any applicable
surrender charge). A surrender charge will apply within eight years of the
initial premium payment. See Surrenders and Surrender Charge.
. You may choose from a variety of payment options. See Requesting Payments.
DEATH BENEFITS
. We offer a death benefit. If the Attained Age of the Insured under a single
life Policy or the Attained Age of the Last Insured under a joint and last
survivor Policy at death is less than 100, the amount of the death benefit is
the greater of Specified Amount or the Account Value multiplied by the
applicable corridor percentage. If the Attained Age of the Insured under a
single life Policy or the Attained Age of the Last Insured under a joint and
last survivor Policy at death is 100 or more, the amount of the death benefit
is the Account Value multiplied by the applicable corridor percentage. See
Amount of Death Benefit Payable.
. We will pay a death benefit upon the death of a single Insured if you
purchase the Policy on a single life basis and upon the death of the Last
Insured if you purchase the Policy on a joint and last survivor basis.
. A death benefit is payable as a lump sum or under a variety of payment
options.
. You may change the Specified Amount. See Changing the Specified Amount for
rules and limits.
. During the grace period, your Policy will remain in effect subject to certain
provisions. See Your Policy Will Remain in Effect During the Grace Period.
11
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Annual Expense Table
EXPENSE TABLE
This table describes the various costs and expenses that you will pay (either
directly or indirectly) if you purchase the Policy. The table reflects expenses
of the Subaccounts of the Account, of the Guarantee Account and of the
portfolios. For more complete descriptions of the various costs and expenses
involved, See Charges and Deductions in this Prospectus, and the Fund
prospectuses.
<TABLE>
<CAPTION>
Owner Transaction Expenses:
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<S> <C>
Maximum surrender charge (as a percentage of the initial
premium payment surrendered): 6%
We reduce the surrender charge percentage over time. In
general, the later you surrender, the lower the surrender
charge will be on the initial premium payment.
Transfer Charge (for each transfer after the first in a
calendar month)/1/ none
Partial Surrender Processing Fee lesser of $25 or 2%
of amount withdrawn
</TABLE>
<TABLE>
<CAPTION>
Expenses (as a percentage of Account Value Monthly Annual
in Separate Account III): Expense Expense
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<S> <C> <C>
Premium Tax Charge/2/ .0167% 0.20%
Distribution Expense Charge/2/ .0250% 0.30%
Maximum Mortality and Expense Risk Charge (decreasing to an
effective annual rate of 0.35% or an effective monthly rate
of .0292% after the tenth Policy year) .0583% 0.70%
<CAPTION>
Expenses (as a percentage of Account Value Monthly Annual
in Separate Account III and Guarantee Account) Expense Expense
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<S> <C> <C>
Administrative Expense Charge/3/ .0333% 0.40%
Cost of Insurance Charge/4/
Single Life .0542% 0.65%
Joint and Last Survivor .0292% 0.35%
</TABLE>
/1/We reserve the right to assess a $10 transfer charge for each transfer after
the first transfer in a calendar month.
/2/Deducted monthly from Account Value attributable to each premium payment for
ten years following the premium payment.
/3/Subject to a minimum monthly deduction of $8.00.
/4/Limited to a maximum guaranteed cost of insurance charge. See Charges and
Deductions -- Cost of Insurance in this Prospectus.
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PORTFOLIO ANNUAL EXPENSES
Annual expenses of the portfolios of the Funds for the year ended December 31,
1999 (as a percentage of each portfolio's average net assets):
<TABLE>
<CAPTION>
Management
Fees Other Expenses
(after fee (after Total
waivers 12b-1 reimbursement Annual
Portfolio as applicable) Fees as applicable) Expenses
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AIM Variable Insurance Funds, Inc.
AIM V.I. Capital Appreciation
Fund............................ 0.62 0.11 0.73
AIM V.I. Growth Fund............. 0.63 0.10 0.73
AIM V.I. Value Fund.............. 0.61 0.15 0.76
Alliance Variable Products Series
Fund, Inc. /1/
Growth & Income Portfolio --
Class B Shares.................. 0.63 0.25 0.09 0.97
Premier Growth Portfolio -- Class
B Shares........................ 1.00 0.25 0.04 1.29
Quasar Portfolio -- Class B
Shares.......................... 0.81 0.25 0.14 1.20
Dreyfus
Dreyfus Emerging Markets
Portfolio....................... 1.25 0.25 1.50
Dreyfus Socially Responsible
Growth Portfolio................ 0.75 0.04 0.79
Federated Insurance Series /2/
Federated High Income Bond Fund
II -- Service Shares............ 0.60 0.29 0.89
Federated International Small
Company Fund II................. 0.40 1.10 1.50
Fidelity Variable Insurance
Products Fund VIP /3/
VIP Equity-Income Portfolio --
Service Class 2 Shares.......... 0.48 0.25 0.10 0.83
VIP Growth Portfolio -- Service
Class 2 Shares.................. 0.58 0.25 0.10 0.93
Fidelity Variable Insurance
Products Fund VIP II /4/
VIP II Contrafund Portfolio --
Service Class 2 Shares.......... 0.58 0.25 0.12 0.95
Fidelity Variable Insurance
Products Fund VIP III /5/
VIP III Growth & Income
Portfolio-- Service Class 2
Shares.......................... 0.48 0.25 0.13 0.86
VIP III Mid Cap Portfolio --
Service Class 2 Shares.......... 0.57 0.25 0.43 1.25
GE Investments Funds, Inc. /6/
Mid-Cap Value Equity Fund........ 0.65 0.06 0.71
Money Market Fund................ 0.24 0.06 0.30
Premier Growth Equity Fund....... 0.65 0.03 0.68
S&P 500 Index Fund............... 0.35 0.04 0.39
Small-Cap Value Equity Fund...... 0.80 0.13 0.93
US Equity Fund................... 0.55 0.06 0.61
Value Equity Fund................ 0.65 0.13 0.78
Janus Aspen Series /7/
Aggressive Growth Portfolio --
Service Shares.................. 0.65 0.25 0.02 0.92
Balanced Portfolio -- Service
Shares.......................... 0.65 0.25 0.02 0.92
Capital Appreciation Portfolio --
Service Shares.................. 0.65 0.25 0.04 0.94
Global Life Sciences Portfolio --
Service Shares.................. 0.65 0.25 0.19 1.09
Global Technology Portfolio --
Service Shares.................. 0.65 0.25 0.13 1.03
Growth Portfolio -- Service
Shares.......................... 0.65 0.25 0.02 0.92
International Growth Portfolio --
Service Shares.................. 0.65 0.25 0.11 1.01
Worldwide Growth Portfolio --
Service Shares.................. 0.65 0.25 0.05 0.95
MFS(R) Variable Insurance Trust
/8/
MFS(R) Growth Series -- Service
Class Shares.................... 0.75 0.20 0.16 1.11
MFS(R) Growth with Income
Series-- Service Class Shares... 0.75 0.20 0.13 1.08
MFS(R) New Discovery Series --
Service Class Shares............ 0.90 0.20 0.17 1.27
MFS(R) Utilities Series --
Service Class Shares............ 0.75 0.20 0.16 1.11
Oppenheimer Variable Account Funds
/9/
Oppenheimer Main Street Growth &
Income Fund/VA -- Service
Shares.......................... 0.73 0.15 0.05 0.93
Oppenheimer Multiple Strategies
Fund/VA -- Service Shares....... 0.72 0.01 0.73
</TABLE>
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<TABLE>
<CAPTION>
Management
Fees Other Expenses
(after fee (after Total
waivers 12b-1 reimbursement Annual
Portfolio as applicable) Fees as applicable) Expenses
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PIMCO Variable Insurance Trust /10/
Foreign Bond Portfolio --
Administrative Shares........... 0.25 0.85 1.10
High Yield Bond Portfolio --
Administrative Shares........... 0.25 0.50 0.75
Long-Term U.S. Government Bond
Portfolio -- Administrative
Shares.......................... 0.25 0.40 0.65
Total Return Bond Portfolio --
Administrative Shares........... 0.25 0.40 0.65
Rydex Variable Trust
Rydex OTC Fund................... 0.75 0.80 1.55
</TABLE>
/1/ Alliance Variable Products Series Fund, Inc. has voluntarily agreed to
reduce or limit certain other expenses. Absent these waivers total annual
expenses during 1999 would have been 1.44% for the Quasar Portfolio,
consisting of 1.00% management fees, .25% 12b-1 fee and .19% other
expenses.
The 12b-1 fee deducted for the Alliance Variable Product Series Fund (Class
B Shares) covers certain distribution and shareholder support services
provided by the companies selling variable contracts investing in the
Alliance Variable Product Series Fund portfolios. The 12b-1 fee assessed
against the Alliance Variable Products Series Fund (Class B Shares) held for
the Policies will be remitted to Capital Brokerage Corporation, the
principal underwriter for the Policies.
/2/ Federated Insurance Series, Inc. has voluntarily agreed to reduce or limit
certain other expenses. Absent these waivers total annual expenses during
1999 would have been 1.04% for the High Income Bond Fund II, consisting of
.60% management fees and .39% other expenses; total annual expenses during
1999 would have been 2.50% for International Small Company Fund II,
consisting of 1.25% management fee and 1.25% other expenses.
/3/ The expenses of the portfolios of the Variable Insurance Products Fund
(VIP), Service Class 2, are based on the estimated expenses that those
Portfolios expect to incur in their initial fiscal year.
The 12b-1 fee deducted for the VIP (Service Shares) covers certain
distribution and shareholder support services provided by the companies
selling variable contracts investing in the VIP portfolios. The 12b-1 fee
assessed against the VIP (Service Shares) held for the Policies will be
remitted to Capital Brokerage Corporation, the principal underwriter for the
Policies.
/4/ The expenses of the portfolios of the Variable Insurance Products Fund II
(VIP II), Service Class 2, are based on the estimated expenses that those
Portfolios expect to incur in their initial fiscal year.
The 12b-1 fee deducted for the VIP II (Service Shares) covers certain
distribution and shareholder support services provided by the companies
selling variable contracts investing in the VIP II portfolios. The 12b-1 fee
assessed against the VIP II (Service Shares) held for the Policies will be
remitted to Capital Brokerage Corporation, the principal underwriter for the
Policies.
/5/ The expenses of the portfolios of the Variable Insurance Products Fund III
(VIP III), Service Class 2, are based on the estimated expenses that those
Portfolios expect to incur in their initial fiscal year.
The 12b-1 fee deducted for the VIP III (Service Shares) covers certain
distribution and shareholder support services provided by the companies
selling variable contracts investing in the VIP III portfolios. The 12b-1
fee assessed against the VIP III (Service Shares) held for the Policies will
be remitted to Capital Brokerage Corporation, the principal underwriter for
the Policies.
/6/ GE Asset Management Incorporated currently serves as investment adviser to
GE Investments Funds, Inc and has voluntarily agreed to waive a portion of
the fee payable by the Fund. Absent this fee waiver, the total annual
expenses of the GE Money Market Fund would have been .50%, consisting of
.44% management fees and .06% other expenses; GE Premier Growth Equity Fund
would have been .72% total annual expenses, consisting of .65% management
fees and .07% other expenses.
14
<PAGE>
/7/ Janus Aspen Series expenses (except for Global Technology and Global Life
Sciences Portfolios) are based upon expenses for the fiscal year ended
December 31, 1999, restated to reflect a reduction in the management fees
for Growth, Aggressive Growth, Capital Appreciation, International Growth,
Worldwide Growth, and Balanced Portfolios. Expenses for Global Technology
and Global Life Sciences Portfolios are based on the estimated expenses
that those Portfolios expect to incur in their initial fiscal year. All
expenses are shown without the effect of expense offset arrangements.
The 12b-1 fee deducted for the Janus Aspen Series (Service Shares) covers
certain distribution and shareholder support services provided by the
companies selling variable contracts investing in the Janus Aspen Series
portfolios. The 12b-1 fee assessed against the Janus Aspen Series (Service
Shares) held for the Policies will be remitted to Capital Brokerage
Corporation, the principal underwriter for the Policies.
/8/ Absent certain fee waivers or reimbursements, the total annual expenses of
the portfolios of MFS Variable Insurance Trust during 1999 would have been
total annual expenses of 1.66% for the Growth Series, consisting of .75%
management fees, .20% 12b-1 fee and .71% other expenses; total annual
expenses of 2.69% for the New Discovery Series, consisting of .90%
management fees, .20% 12b-1 fees and 1.59% other expenses.
The 12b-1 fee deducted for the MFS Variable Insurance Trust (Service Shares)
covers certain distribution and shareholder support services provided by the
companies selling variable contracts investing in the MFS Variable Insurance
Trust portfolios. The 12b-1 fee assessed against the MFS Variable Insurance
Trust (Service Shares) held for the Policies will be remitted to Capital
Brokerage Corporation, the principal underwriter for the Policies.
/9/ The 12b-1 fee deducted for the Oppenheimer Main Street Growth & Income
Fund/VA (Service Shares) covers certain distribution and shareholder support
services provided by the companies selling variable contracts investing in
the Oppenheimer Main Street Growth & Income Fund/VA portfolio. The 12b-1 fee
assessed against the Oppenheimer Main Street Growth & Income Fund/VA
(Service Shares) held for the Policies will be remitted to Capital Brokerage
Corporation, the principal underwriter for the Policies.
/10/Absent certain fee waivers or reimbursements, the total annual expenses of
the portfolios of PIMCO Variable Insurance Trust during 1999 would have
been total annual expenses of 1.25% for the Foreign Bond Portfolio,
consisting of .25% management fees and .90% other expenses; total annual
expenses of .71% for the Long-Term U.S. Government Bond Portfolio,
consisting of .25% management fees and .46% other expenses; total annual
expenses of .69% for Total Return Bond Portfolio, consisting of .25%
management fees and .44% other expenses.
PIMCO Foreign Bond Portfolio has contractually agreed to reduce total annual
portfolio operating expenses for the Administrative Class shares to the
extent they would exceed, due to the payment of organizational expenses and
Trustees' fee, 0.90% of average daily net assets. Under the Expense
Limitation Agreement, PIMCO may recoup these waivers and reimbursements in
future periods, not exceeding three years, provided total expenses,
including such recoupment, do not exceed the annual expense limit.
The expense information regarding the Funds was provided by those Funds. We
have not independently verified this information. We cannot guarantee that
the reimbursements and fee waivers provided by certain of the Funds will
continue.
Other Policies
We offer other variable life insurance policies which also invest in the
same portfolios of the Funds. These policies may have different charges that
could affect the value of the Subaccounts and may offer different benefits
more suitable to your needs. To obtain more information about these
policies, contact your registered representative, or call (800) 352-9910.
15
<PAGE>
Risk Summary
Investment Risk
Your Account Value is subject to the risk that investment performance will be
unfavorable and that your Account Value will decrease. Because we continue to
deduct charges from Account Value, if investment results are sufficiently
unfavorable and/or you stop making premium payments at or above the minimum
requirements, the Surrender Value of your Policy may fall to zero. In that
case, the Policy will terminate without value and insurance coverage will no
longer be in effect, unless you make an additional payment sufficient to
prevent a termination during the 61-day grace period. On the other hand, if
investment experience is sufficiently favorable and you have kept the Policy in
force for a substantial time, you may be able to draw upon Account Value,
through partial surrenders and Policy loans.
Risk of Lapse
If the Surrender Value of your Policy is too low to pay the monthly deductions
when due, the Policy will be in default and a grace period will begin. There is
a risk that if withdrawals, loans, and monthly deductions reduce your Surrender
Value to too low an amount and/or if the investment experience of your selected
Subaccounts is unfavorable, then your Policy could lapse. In that case, you
will have a 61-day grace period to make a sufficient payment. If you do not
make a sufficient payment before the grace period ends, your Policy will
terminate without value, insurance coverage will no longer be in effect, and
you will receive no benefits. After termination, you may reinstate your Policy
within three years subject to certain conditions.
Tax Risks
We intend for the Policy to satisfy the definition of a "life insurance
contract" under section 7702 of the Internal Revenue Code of 1986, as amended
(the "Code"). In general, earnings under the Policy will not be taxed until a
distribution is made from the Policy. In addition, death benefits generally
will be excludable from income. In most cases, the Policy will be a Modified
Endowment Contract ("MEC"). If your Policy is a MEC, certain distributions made
during the Insured's lifetime under a single life Policy or the Insureds'
lifetimes under a joint and last survivor life Policy, such as loans and
withdrawals from, and collateral assignments of the Policy are includable in
gross income on an income-first basis. A 10% Federal penalty tax ordinarily
will be imposed on income distributed before you attain age 59 1/2. Policies
that are not MECs receive preferential tax treatment with respect to certain
distributions. See Tax Treatment of Modified Endowment Contracts. You should
consult a qualified tax advisor in all tax matters involving your Policy.
Limits on Partial Surrenders
You may make one partial surrender each Policy Year after the first Policy
Year.
You may withdraw an amount up to the amount equal to the lesser of a) the
Surrender Value less $1,000; and b) the available loan amount (which is equal
to
16
<PAGE>
90% of the difference between Account Value and any applicable surrender
charges, minus any Policy Debt). We will assess a processing fee on the
withdrawal. We will not permit a partial surrender that would reduce Account
Value below $25,000.
Partial surrenders will reduce your Account Value and Specified Amount. Federal
income taxes and a penalty tax may apply to partial surrenders.
Effects of Policy Loans
A Policy loan, whether or not repaid, will affect Account Value over time
because we transfer the amount of the loan from the Subaccounts and/or the
Guarantee Account to the General Account and hold it as collateral. We then
credit a fixed interest rate to the loan collateral. As a result, the loan
collateral does not participate in the investment results of the Subaccounts
and does not participate in the interest credited to the Guarantee Account. The
longer the loan is outstanding, the greater the effect is likely to be.
Depending on the investment results of the Subaccounts and the extent, if any,
of the difference in the interest rates credited to the Guarantee Account and
the General Account, the effect could be favorable or unfavorable.
A Policy loan also reduces the death benefit Proceeds. A Policy loan could make
it more likely that a Policy would terminate. There is a risk if the loan
reduces your Surrender Value to too low an amount and investment experience is
unfavorable, that the Policy will lapse. You must submit a sufficient payment
during the grace period to avoid the Policy's termination without value and the
end of insurance coverage. If Account Value becomes insufficient to cover
charges when due, the Policy will terminate without value after a grace period.
Comparison With Other Insurance Policies
The Policy is similar in many ways to universal life insurance. As with
universal life insurance:
. the Owner pays premium for insurance coverage on the Insured or Insureds;
. the Policy provides for the accumulation of Surrender Value that is payable
if the Owner surrenders the Policy during the Insured's or Insureds'
lifetimes;
. and the Surrender Value may be substantially lower than the premiums paid.
However, the Policy differs from universal life insurance in that it permits
you to place your premium in the Subaccounts. The amount and duration of life
insurance protection and of the Policy's Account Value will vary with the
investment performance of the Subaccounts you select.
The Surrender Value of your Policy may decrease if the investment performance
of the Subaccounts to which you allocate Account Value is sufficiently adverse.
If the Surrender Value becomes insufficient to cover charges when due, the
Policy will terminate without value after a grace period.
17
<PAGE>
GE Life and Annuity Assurance Company
We are a stock life insurance company operating under a charter granted by the
Commonwealth of Virginia on March 21, 1871. We principally offer life insurance
and annuity policies. We may do business in 49 states and the District of
Columbia. Our principal offices are at 6610 West Broad Street, Richmond,
Virginia 23230. Before January 1, 1999, our name was The Life Insurance Company
of Virginia.
General Electric Capital Assurance Company ("GE Capital Assurance") owns the
majority of our capital stock, and Federal Home Life Insurance Company
("Federal") and Phoenix Group Holdings, Inc. own the remainder. GE Capital
Assurance and Federal are indirectly owned by GE Financial Assurance Holdings,
Inc which is a wholly owned subsidiary of General Electric Capital Corporation
("GE Capital"). GE Capital, a New York corporation, is a diversified financial
services company whose subsidiaries consist of specialty insurance, equipment
management, and commercial and consumer financing businesses. GE Capital's
indirect parent, General Electric Company, founded more than one hundred years
ago by Thomas Edison, is the world's largest manufacturer of jet engines,
engineering plastics, medical diagnostic equipment, and large electric power
generation equipment.
GNA Corporation, a direct wholly owned subsidiary of GE Financial Assurance
Holdings, Inc., directly owns the stock of Capital Brokerage Corporation (the
principal underwriter for the Policies and a broker/dealer registered with the
U.S. Securities and Exchange Commission).
We are a member of the Insurance Marketplace Standards Association ("IMSA"). We
may use the IMSA membership logo and language in our advertisements, as
outlined in IMSA's Marketing and Graphics Guidelines. Companies that belong to
IMSA subscribe to a set of ethical standards covering the various aspects of
sales and service for individually sold life insurance and annuities.
STATE REGULATION
We are subject to regulation by the State Corporation Commission of the
Commonwealth of Virginia. We file an annual statement with the Virginia
Commissioner of Insurance on or before March 1 of each year covering our
operations and reporting on our financial condition as of December 31 of the
preceding year. Periodically, the Commissioner of Insurance examines our
liabilities and reserves and those of Separate Account III and assesses their
adequacy, and a full examination of our operations is conducted by the State
Corporation Commission, Bureau of Insurance of the Commonwealth of Virginia, at
least every five years.
We are also subject to the insurance laws and regulation of other states within
which we are licensed to operate.
18
<PAGE>
Separate Account III
We established GE Life & Annuity Separate Account III as a separate investment
account on February 10, 1987. Separate Account III currently has 41 Subaccounts
available under the Policy. Each Subaccount invests exclusively in shares
representing an interest in a separate corresponding portfolio of one of the 13
Funds described below.
The assets of Separate Account III belong to us. However, we may not charge the
assets in Separate Account III attributable to the Policies with liabilities
arising out of any other business which we may conduct. If Separate Account
III's assets exceed the required reserves and other liabilities, we may
transfer the excess to our General Account. Income and both realized and
unrealized gains or losses from the assets of Separate Account III are credited
to or charged against Separate Account III without regard to the income, gains
or losses arising out of any other business we may conduct.
Separate Account III is 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 the Federal securities laws.
Registration with the SEC does not involve supervision of the management or
investment practices or policies of Separate Account III by the SEC.
CHANGES TO SEPARATE ACCOUNT III
Separate Account III may include other Subaccounts that are not available under
the Policy. We may substitute another Subaccount or insurance company separate
account under the Policy if, in our judgment, investment in a Subaccount should
no longer be possible or becomes inappropriate to the purposes of the Policies.
The new Subaccounts may be limited to certain classes of Policies and the new
portfolios may have higher fees and charges than the portfolios they replaced.
No substitution may take place without prior notice to Owners and prior
approval of the SEC and insurance regulatory authorities, to the extent
required by the 1940 Act and applicable law.
We may also, where permitted by law:
. create new separate accounts;
. combine separate accounts, including Separate Account III;
. transfer assets of Separate Account III, which we determine to be associated
with the class of Policies to which this Policy belongs, to another separate
account;
19
<PAGE>
. add new Subaccounts to or remove Subaccounts from Separate Account III or
combine Subaccounts;
. make the Subaccounts available under other policies we issue;
. add new Funds or remove existing Funds;
. substitute new Funds for any existing Funds whose shares are no longer
available for investment;
. substitute new Funds for any existing Fund which we determine is no longer
appropriate in light of the purposes of the Separate Account;
. deregister Separate Account III under the 1940 Act; and
. operate Separate Account III under the direction of a committee or in another
form.
20
<PAGE>
The Portfolios
You decide the Subaccounts to which you direct premiums. You may change your
premium allocation without penalty or charges. There is a separate Subaccount
which corresponds to each portfolio of a Fund offered in this Policy.
Each Fund is registered with the Securities and Exchange Commission as an open-
end management investment company under the 1940 Act. The assets of each
portfolio are separate from other portfolios of a Fund and each portfolio has
separate investment objectives and policies. As a result, each portfolio
operates as a separate portfolio and the investment performance of one
portfolio has no effect on the investment performance of any other portfolio.
Before choosing a Subaccount to allocate your premiums and Account Value,
carefully read the prospectus for each Fund, along with this Prospectus. We
summarize the investment objectives of each portfolio below. There is no
assurance that any of the portfolios will meet these objectives.
The investment objectives and policies of certain portfolios are similar to the
investment objectives and policies of other portfolios that may be managed by
the same investment adviser or manager. The investment results of the
portfolios, however, may be higher or lower than the results of such other
portfolios. There can be no assurance, and no representation is made, that the
investment results of any of the portfolios will be comparable to the
investment results of any other portfolio, even if the other portfolio has the
same investment adviser or manager, or if the other portfolio has a similar
name.
SUBACCOUNTS
We offer you a choice from among 41 Subaccounts, each of which invests in an
underlying portfolio of one of the Funds. You may invest in up to ten
Subaccounts at any one time. Allocations to the Guarantee Account do not count
as one of the ten allocations we permit under the Policy.
21
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Subaccount Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S> <C> <C>
AIM VARIABLE INSURANCE
FUNDS, INC.
AIM V.I. Capital Seeks growth of capital A I M Advisors,
Appreciation Fund through investment in common Inc.
stocks, with emphasis on
medium and small-sized growth
companies. This fund may
invest up to 20% of the value
of the total assets in foreign
securities.
- ---------------------------------------------------------------------------------
AIM V.I. Growth Fund Seeks growth of capital A I M Advisors,
primarily by investing in Inc.
seasoned and better
capitalized companies
considered to have strong
earnings momentum. This fund
may invest up to 20% of the
value of the total assets in
foreign securities.
- ---------------------------------------------------------------------------------
AIM V.I. Value Fund Seeks to achieve long-term A I M Advisors,
growth of capital by investing Inc.
primarily in equity securities
judged by the investment
advisor of the fund to be
undervalued. This fund may
invest up to 25% of the value
of the total assets in foreign
securities.
- ---------------------------------------------------------------------------------
ALLIANCE VARIABLE
PRODUCTS SERIES FUND
Growth & Income Portfolio Seeks reasonable current Alliance Capital
income and reasonable Management, L.P.
opportunity for appreciation
through investments primarily
in dividend-paying common
stocks of good quality. May
also invest in fixed-income
securities and convertible
securities.
- ---------------------------------------------------------------------------------
Premier Growth Portfolio Seeks long term growth of Alliance Capital
capital by investing Management, L.P.
predominantly in the equity
securities of a limited number
of large, carefully selected,
high quality U.S. companies
judged likely to achieve
superior earnings growth.
- ---------------------------------------------------------------------------------
Quasar Portfolio Seeks growth of capital by Alliance Capital
pursuing aggressive investment Management, L.P.
policies. This fund invests
based upon the potential for
capital appreciation and only
incidentally for current
income. The investment
policies are aggressive.
- ---------------------------------------------------------------------------------
DREYFUS
The Dreyfus Emerging Seeks long-term capital growth The Dreyfus
Markets by investing primarily in the Corporation
stocks of companies organized,
or with a majority of its
assets or business, in
emerging market countries.
- ---------------------------------------------------------------------------------
The Dreyfus Socially Seeks to provide capital The Dreyfus
Responsible Growth Fund growth, with current income as Corporation
a secondary goal by investing
primarily in the common stock
of companies that in the
opinion of the Fund's
management, meet traditional
investment standards.
- ---------------------------------------------------------------------------------
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Subaccount Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
Federated Insurance Series
<S> <C> <C>
Federated High Income Seeks high current income by Federated
Bond Fund II investing primarily in a Investment
professionally managed, Management Company
diversified portfolio of fixed
income securities. Pursues
this objective by investing in
a diversified portfolio of
high-yield, lower-rated
corporate bonds (also known as
"junk bonds").
- ---------------------------------------------------------------------------------
Federated International Seeks to provide long-term Federated Global
Small Company Fund II growth of capital. Purses this Investment
objective by investing at Management Corp.
least 65% of its assets in
equity securities of foreign
companies that have a market
capitalization at the time of
purchase of $1.5 billion or
less.
- ---------------------------------------------------------------------------------
FIDELITY VARIABLE
INSURANCE PRODUCTS FUND
(VIP)
Equity Income Portfolio Seeks reasonable income and Fidelity Management
will consider the potential & Research Company
for capital appreciation. The (beginning January
fund also seeks a yield, which 1, 2001, FMR Co.,
exceeds the composite yield on Inc. will
the securities comprising the subadvise.)
S&P 500 by investing primarily
in income-producing equity
securities and by investing in
domestic and foreign issuers.
- ---------------------------------------------------------------------------------
Growth Portfolio Seeks capital appreciation by Fidelity Management
investing primarily in common & Research Company
stocks of companies believed ("FMR Co., Inc.)
to have above-average growth (beginning January
potential. 1, 2001, FMR Co.,
Inc. will
subadvise.)
- ---------------------------------------------------------------------------------
FIDELITY VARIABLE
INSURANCE PRODUCTS FUND
II (VIP II)
Contrafund Portfolio Seeks long-term capital Fidelity Management
appreciation by investing & Research Company
primarily in common stocks and (subadvised by
securities of companies whose Fidelity Management
value it believes to have not & Research (U.K.)
fully been recognized by the Inc., Fidelity
public. This fund invests in Management &
domestic and foreign issuers Research (Far East)
and also invests in "growth" Inc., and Fidelity
stocks or "value" stocks or Investments Japan
both. Limited; beginning
January 1, 2001,
FMR Co., Inc. will
subadvise.)
- ---------------------------------------------------------------------------------
FIDELITY VARIABLE
INSURANCE PRODUCTS FUND
III (VIP III)
Growth & Income Portfolio Seeks high total return Fidelity Management
through a combination of & Research Company
current income and capital (subadvised by
appreciation by investing a Fidelity Management
majority of assets in common & Research (U.K.)
stocks with a focus on those Inc., Fidelity
that pay current dividends and Management &
show potential for capital Research (Far East)
appreciation. Inc. and Fidelity
Investments Japan
Limited; beginning
January 1, 2001,
FMR Co., Inc. will
subadvise.)
- ---------------------------------------------------------------------------------
</TABLE>
23
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------
<CAPTION>
Adviser (and Sub-
Subaccount Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S> <C> <C>
Mid-Cap Portfolio Seeks long-term growth of Fidelity Management
capital investing primarily in & Research Company
common stocks and at least 65% (subadvised by
of total assets in securities Fidelity Management
of companies with medium & Research (U.K.)
market capitalizations. Inc., Fidelity
Management &
Research (Far East)
Inc. and Fidelity
Investments Japan
Limited; beginning
January 1, 2001,
FMR Co., Inc. will
subadvise.)
- ---------------------------------------------------------------------------------
GE Investments Funds,
Inc,
Mid-Cap Value Equity Fund Objective of providing long- GE Asset Management
term growth of capital and Incorporated
future income by investing (Subadvised by NWQ
primarily in equity securities Investment
of companies that the Management Company)
portfolio management believes
at the time of purchase offers
above average growth
potential.
- ---------------------------------------------------------------------------------
Money Market Fund Objective of providing highest GE Asset Management
level of current income as is Incorporated
consistent with high liquidity
and safety of principal by
investing in various types of
good quality money market
securities.
- ---------------------------------------------------------------------------------
Premier Growth Equity Objective of providing long- GE Asset Management
Fund term growth of capital as well Incorporated
as future (rather than
current) income by investing
primarily in growth-oriented
equity securities.
- ---------------------------------------------------------------------------------
S&P 500 Index Fund/1/ Objective of providing capital GE Asset Management
appreciation and accumulation Incorporated
of income that corresponds to (Subadvised by
the investment return of the State Street Global
Standard & Poor's 500 Advisers)
Composite Stock Price Index
through investment in common
stocks comprising the Index.
- ---------------------------------------------------------------------------------
Small-Cap Value Equity Objective of providing long- GE Asset Management
Fund term growth of capital. Incorporated
Pursues investments in equity (Subadvised by
securities of small cap Palisade Capital
undervalued U.S. companies Management, L.L.C.)
that have solid growth
prospects.
- ---------------------------------------------------------------------------------
U.S. Equity Fund Objective of providing long- GE Asset Management
term growth of capital through Incorporated
investments primarily in
equity securities of U.S.
companies.
- ---------------------------------------------------------------------------------
</TABLE>
/1/ "Standard & Poor's", "S&P", and "S&P 500" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by GE Asset Management
Incorporated. The S&P 500 Index Index Fund is not sponsored, endorsed, sold
or promoted by Standard & Poor's, and Standard and Poor's makes no
representation or warranty, express or implied, regarding the advisability
of investing in this Fund of the Policy.
24
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Subaccount Investment Objective Adviser, as applicable)
- --------------------------------------------------------------------------------
<S> <C> <C>
Value Equity Fund Objective of providing long- GE Asset Management
term growth of capital and Incorporated
future income. Pursues
investments in equity
securities of large
undervalued U.S. companies
that have solid growth
prospects.
- --------------------------------------------------------------------------------
JANUS ASPEN SERIES
Aggressive Growth Non-diversified portfolio Janus Capital
Portfolio pursuing long-term growth of Corporation
capital. Pursues this
objective by normally
investing at least 50% of its
assets in equity securities
issued by medium-sized
companies.
- --------------------------------------------------------------------------------
Balanced Portfolio Seeks long term growth of Janus Capital
capital. Pursues this Corporation
objective consistent with the
preservation of capital and
balanced by current income.
Normally invests 40-60% of its
assets in securities selected
primarily for their growth
potential and 40-60% of its
assets in securities selected
primarily for their income
potential.
- --------------------------------------------------------------------------------
Capital Appreciation Seeks long-term growth of Janus Capital
Portfolio capital. Pursues this Corporation
objective by investing
primarily in common stocks of
companies of any size.
- --------------------------------------------------------------------------------
Global Life Sciences Invests primarily in equity Janus Capital
Portfolio securities of U.S. and foreign Corporation
companies selected for their
growth potential. Normally
invests at least 65% of its
total assets in securities of
companies that the portfolio
manager believes have a life
science orientation.
- --------------------------------------------------------------------------------
Global Technology Invests primarily in equity Janus Capital
Portfolio securities of U.S. and foreign Corporation
companies selected for their
growth potential. Under normal
circumstances, it invests at
least 65% of its total assets
in securities of companies
that the portfolio manager
believes will benefit
significantly from advances or
improvements in technology.
- --------------------------------------------------------------------------------
Growth Portfolio Seeks long-term capital growth Janus Capital
consistent with the Corporation
preservation of capital and
pursues its objective by
investing in common stocks of
companies of any size.
Emphasizes larger, more
established issuers.
- --------------------------------------------------------------------------------
International Growth Seeks long-term growth of Janus Capital
Portfolio capital. Pursues this Corporation
objective primarily through
investments in common stocks
of issuers located outside the
United States. The portfolio
normally invests at least 65%
of its total assets in
securities of issuers from at
least five different
countries, excluding the
United States.
- --------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Subaccount Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S> <C> <C>
Worldwide Growth Seeks long-term capital growth Janus Capital
Portfolio in a manner consistent with Corporation
the preservation of capital.
Pursues this objective by
investing in a diversified
portfolio of common stocks of
foreign and domestic issuers
of all sizes. Normally invests
in at least five different
countries including the United
States.
- ---------------------------------------------------------------------------------
MFS(R) VARIABLE INSURANCE TRUST
MFS Growth Series Seeks to provide long-term Massachusetts
growth of capital and future Financial Services
income rather than current Company ("MFS")
income.
- ---------------------------------------------------------------------------------
MFS Growth With Income Seeks to provide reasonable Massachusetts
Series current income and long-term Financial Services
growth of capital and income. Company ("MFS")
- ---------------------------------------------------------------------------------
MFS New Discovery Series Seeks capital appreciation. Massachusetts
Pursues this objective by Financial Services
investing at least 65% of it's Company ("MFS")
total assets in equity
securities of emerging growth
companies.
- ---------------------------------------------------------------------------------
MFS Utilities Series Seeks capital growth and Massachusetts
current income. Purses this Financial Services
objective by investing at Company ("MFS")
least 65% of its total assets
in equity and debt securities
of domestic and foreign
companies in the utilities
industry.
- ---------------------------------------------------------------------------------
OPPENHEIMER VARIABLE
ACCOUNT FUNDS
Global Securities Fund/VA Seeks long-term capital OppenheimerFunds,
appreciation by investing a Inc.
substantial portion of assets
in securities of foreign
issuers, "growth-type"
companies, cyclical industries
and special situations that
are considered to have
appreciation possibilities. It
invests mainly in common
stocks of U.S. and foreign
issuers.
- ---------------------------------------------------------------------------------
Main Street Growth & Seeks high total return, which OppenheimerFunds,
Income Fund/VA includes growth in the value Inc.
of its shares as well as
current income, from equity
and debt securities. The Fund
invests mainly in common
stocks of U.S. companies.
- ---------------------------------------------------------------------------------
PIMCO VARIABLE INSURANCE
TRUST
Foreign Bond Portfolio Non-diversified portfolio Pacific Investment
seeking to maximize total Management Company
return, consistent with
preservation of capital and
prudent investment management.
This fund primarily invests in
intermediate maturity hedged
foreign fixed income
securities.
- ---------------------------------------------------------------------------------
High Yield Bond Portfolio Seeks to maximize total Pacific Investment
return, consistent with Management Company
preservation of capital and
prudent investment management.
Primarily invests in higher
yielding fixed income
securities.
- ---------------------------------------------------------------------------------
Long-Term U.S. Government Seeks to maximize total Pacific Investment
Bond Portfolio return, consistent with the Management Company
preservation of capital and
prudent investment management.
Primarily invests in long-term
maturity fixed income
securities.
- ---------------------------------------------------------------------------------
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Subaccount Investment Objective Adviser, as applicable)
- --------------------------------------------------------------------------------
<S> <C> <C>
Total Return Bond Seeks to maximize total return Pacific Investment
Portfolio consistent with preservation Management Company
of capital and prudent
investment management.
Primarily invests in
intermediate maturity fixed
income securities.
- --------------------------------------------------------------------------------
RYDEX VARIABLE TRUST
OTC Fund/2/ Non-diversified fund seeks to Rydex Global
provide investment results Advisors
that correspond to a benchmark
for over-the-counter
securities that invest
primarily in securities of
companies included in NASDAQ
100 Index(TM)
- --------------------------------------------------------------------------------
</TABLE>
/2/THE NASDAQ 100 Index(TM) is an unmanaged index that is a widely recognized
indicator of OTC Market performance.
Not all of these portfolios may be available in all states or markets.
We will purchase shares of the portfolios at net asset value and direct them to
the appropriate Subaccounts of Separate Account III. We will redeem sufficient
shares of the appropriate portfolios at net asset value to pay
surrender/partial surrender proceeds or for other purposes described in the
Policy. We automatically reinvest all dividends and capital gain distributions
of the portfolios in shares of the distributing portfolios at their net asset
value on the date of distribution. In other words, we do not pay portfolio
dividends or portfolio distributions out to Owners as additional units, but
instead reflect them in unit values.
Shares of the portfolios of the Funds are not sold directly to the general
public. They are sold to us, and they may also be sold to other insurance
companies that issue variable annuity and variable life insurance policies. In
addition, they may be sold to retirement plans.
When a Fund sells shares in any of its portfolios both to variable annuity and
to variable life insurance separate accounts, it engages in mixed funding. When
a Fund sells shares in any of its portfolios to separate accounts of
unaffiliated life insurance companies, it engages in shared funding.
Each Fund may engage in mixed and shared funding. Therefore, due to differences
in redemption rates or tax treatment, or other considerations, the interests of
various shareholders participating in a Fund could conflict. A Fund's Board of
Directors will monitor for the existence of any material conflicts, and
determine what action, if any, should be taken. See the Prospectuses for the
Funds.
We have entered into agreements with either the investment adviser or
distributor of the Funds under which the advsior or distributor pays us a fee
ordinarily based upon
27
<PAGE>
a percentage of the average aggregate amount we have invested on behalf of
Account III and other separate accounts. These percentages differ, and some
investment advisers or distributors pay us a greater percentage than other
advisers or distributors. The amounts we receive under these agreements may be
significant. In addition, our affiliate, Capital Brokerage Corporation, the
principal underwriter for the Policies, will receive 12b-1 fees deducted from
the assets of certain portfolios for providing distribution and shareholder
support services to these portfolios.
YOUR RIGHT TO VOTE PORTFOLIO SHARES
As required by law, we will vote the portfolio shares held in Separate Account
III at meetings of the shareholders of the Funds. The voting will be done
according to the instructions of Owners who have interests in any Subaccount
which invest in the portfolios of the Funds. If the 1940 Act or any regulation
under it should be amended, and if as a result we determine that we are
permitted to vote the portfolios' shares in our own right, we may elect to do
so.
We will determine the number of votes which you have the right to cast by
applying your percentage interest in a Subaccount to the total number of votes
attributable to the Subaccount. In determining the number of votes, we will
recognize fractional shares.
We will vote portfolio shares of a class held in a Subaccount for which we
received no timely instructions in proportion to the voting instructions which
we received for all Policies participating in that Subaccount. We will apply
voting instructions to abstain on any item to be voted on a pro-rata basis to
reduce the number of votes eligible to be cast.
Whenever a Fund calls a shareholders meeting, each person having a voting
interest in a Subaccount will receive proxy material, reports and other
materials relating to the portfolio. Since each portfolio may engage in shared
funding, other persons or entities besides the Company may vote portfolio
shares. See Subaccounts.
28
<PAGE>
The Guarantee Account
Due to certain exemptive and exclusionary provisions of the Federal securities
laws, we have not registered interests in the Guarantee Account under the
Securities Act of 1933 (the "1933 Act"), and we have not registered either the
Guarantee Account or our General Account as an investment company under the
1940 Act. Accordingly, neither the interests in the Guarantee Account, nor our
General Account are generally subject to regulation under the 1933 Act and the
1940 Act. Disclosures relating to the interests in the Guarantee Account, and
the General Account, however, may be subject to certain generally applicable
provisions of the Federal securities laws relating to the accuracy of
statements made in a registration statement.
You may allocate some or all of your premium payments and transfer some or all
of your Account Value to the Guarantee Account. We credit the portion of the
Account Value allocated to the Guarantee Account with interest (as described
below). Account Value in the Guarantee Account is subject to some, but not all,
of the charges we assess in connection with the Policy. See Charges and
Deductions.
Each time you allocate premium payments or transfer Account Value to the
Guarantee Account, we establish an interest rate guarantee period. For each
interest rate guarantee period, we guarantee an interest rate for a year. At
the end of an interest rate guarantee period, a new interest rate will become
effective, and a new interest rate guarantee period will commence with respect
to that portion of the Account Value in the Guarantee Account represented by
that particular allocation.
The initial interest rate guarantee period for any allocation will be one year.
Subsequent interest rate guarantee periods will each be one year. We determine
the interest rates in our sole discretion. The determination made will be
influenced by, but not necessarily correspond to, interest rates available on
fixed income investments which we may acquire with the amounts we receive as
premium payments or transfers of Account Value under the Policies. You will
have no direct or indirect interest in these investments. We also will consider
other factors in determining interest rates for a guarantee period including,
but not limited to, regulatory and tax requirements, sales commissions, and
administrative expenses borne by us, general economic trends, and competitive
factors. Amounts you allocate to the Guarantee Account will not share in the
investment performance of our General Account, or any portion thereof. We
cannot predict or guarantee the level of interest rates in future guarantee
periods. However, the interest rates for any interest guarantee period will be
at least the guaranteed interest rate shown in your policy.
We will notify Owners in writing at least 10 days prior to the expiration date
of any interest rate guarantee period about the then currently available
interest rate guarantee periods and the guaranteed interest rates applicable to
such interest rate
29
<PAGE>
guarantee periods. A new one year interest rate guarantee period will commence
automatically unless we receive written notice prior to the end of the 30 day
period following the expiration of the interest rate guarantee period ("30 day
window") of your election of a different interest rate guarantee period from
among those being offered by us at the time, or instructions to transfer all or
a portion of the remaining amount to one or more investment Subdivisions
subject to certain restrictions. (See Transfers Before the Maturity Date.)
During the 30 day window, the allocation will accrue interest at the new
interest rate guarantee period's interest rate.
We reserve the right to credit bonus interest on premium payments and Account
Value allocated to a Guarantee Account participating in the dollar-cost
averaging program. See Dollar-Cost Averaging.
30
<PAGE>
Charges And Deductions
This section describes the charges and deductions we make under the Policy to
compensate for the services and benefits we provide, costs and expenses we
incur, and risks we assume. The services and benefits we provide include:
. the partial surrender, surrender, Policy loan and death benefits under the
Policy;
. investment options, including premium allocations, dollar-cost averaging,
asset allocation and portfolio rebalancing programs;
. administration of various elective options under the Policy; and
. the distribution of various reports to Owners.
The costs and expenses we incur include:
. those associated with underwriting applications and increases in Specified
Amount;
. various overhead and other expenses associated with providing the services
and benefits provided by the Policy;
. sales and marketing expenses; and
. other costs of doing business, such as Federal, state and local premium and
other taxes and fees.
The risks we assume include:
. that insureds may live for a shorter period of time than estimated, resulting
in the payment of greater death benefits than expected; and
. that the costs of providing the services and benefits under the Policies will
exceed the charges deducted.
We may profit from any charges deducted, such as the mortality and expense risk
charge. We may use any such profits for any purpose, including payment of
distribution expenses.
CHARGES ATTRIBUTABLE TO PREMIUM PAYMENTS
For ten years after each premium payment, we deduct a monthly premium tax
charge equal to an annual rate of .20% (.0167% monthly) of the portion of the
Policy's Account Value in Separate Account III attributable to each premium
payment, and a monthly distribution expense charge equal to an annual rate of
.30% (.025% monthly) of that portion of the Policy's Account Value in Separate
Account III attributable to each premium payment. We deduct these charges
proportionately from your assets in each Subaccount. We do not deduct these
charges from Account Value in the Guarantee Account.
For purposes of calculating the premium tax charge and the distribution expense
charge, we attribute a portion of the Policy's Account Value in the Separate
Account to each premium payment
31
<PAGE>
at the time you make the premium payment. Your initial premium payment will
represent 100 percent of Policy Account Value until you make a new premium
payment. At the time you make that new premium payment, we will then determine
the portion of the Policy's Account Value attributable to both the initial
premium payment and the new premium payment. The portion of the Policy's
Account Value attributable to the new premium payment will equal the percentage
of the Policy's Account Value that premium payment represents at the time it is
made with the remaining portion of the Policy's Account Value attribtuable to
the initial premium payment. If you had previously made more than one premium
payment, we would attribute the remaining Policy Account Value to each of those
premium payments on a proportional basis. We will redetermine the portion of
the Policy's Account Value attributable to premium payments you have made only
when you make new premium payments.
MORTALITY AND EXPENSE RISK CHARGE
We currently deduct a monthly mortality and expense risk charge from each
Subaccount. This corresponds to an effective annual rate of 0.70% (.0583%
monthly) of net assets in the Subaccounts during the first ten Policy Years
decreasing to an effective annual rate of .35% (.0292% monthly) thereafter.
This charge is not deducted from your assets in the Guarantee Account. We will
not increase this charge for the duration of your Policy.
The mortality risk we assume is the risk that Insureds may live for a shorter
period of time than estimated and, therefore, a greater amount of death benefit
proceeds than expected will be payable. The expense risk we assume is that
expenses incurred in issuing and administering the Policies will be greater
than estimated and, therefore, will exceed the expense charge limits set by the
Policies.
ADMINISTRATIVE EXPENSE CHARGE
We deduct a monthly administrative expense charge of .0333% from each
Subaccount. The effective annual rate of this charge is .40%. We also deduct an
administrative expense charge monthly from the Account Value in the Guarantee
Account at an effective annual rate of .40%. The minimum monthly deduction for
the administrative expense charge is $8.00.
COST OF INSURANCE
We deduct a cost of insurance charge each month. The cost of insurance is a
significant charge under your Policy because it is the primary charge for the
death benefit we provide you. For a single life Policy, the current monthly
cost of insurance charge is .0542% of the Account Value in each Subaccount and
in the Guarantee Account. The effective annual rate of this charge is .65%. For
a joint and last survivor Policy, the current monthly cost of insurance charge
is .0292% of Account Value in each Subaccount and in the Guarantee Account. The
effective annual rate of this charge is .35%. The maximum charge will never be
more than the guaranteed monthly cost of insurance charge described below.
32
<PAGE>
The maximum monthly cost of insurance charge equals (a) times (b) and then
divided by (c), where:
(a) is the maximum cost of insurance rate per $1,000 shown in your Policy based
on the Insured's or each Insured's Attained Age, gender and risk class;
(b) is an amount equal to the death benefit minus the Account Value; and
(c) is $1,000
We guarantee that the cost of insurance rates will never exceed the maximum
rates shown in your Policy. The cost of insurance rates are based on the
Commissioners' 1980 Standard Ordinary Mortality Tables and vary based on age,
gender and applicable risk class. We currently place Insureds in the following
risk classes when we issue the Policy, based on our underwriting: a male or
female or unisex risk class where appropriate under applicable law (currently
including the State of Montana). The original risk class applies to the initial
Specified Amount. If an increase in Specified Amount is approved, a different
risk class may apply to the increase, based on the Insured's circumstances at
the time of the increase. The maximum cost of insurance rates are based on the
Insured's Attained Age. The guaranteed cost of insurance rates generally
increase as the Insured's Attained Age increases. Modifications to cost of
insurance rates are made for risk classes other than standard.
For a joint and last survivor Policy, we determine the maximum cost of
insurance rates in a manner that reflects the anticipated mortality of both
Insureds and the fact that the death benefit is not payable until the death of
the Last Insured. As such, the death of the first Insured to die will not
affect the cost of insurance scale for the second Insured.
Changes in the death benefit may affect the amount of the guaranteed cost of
insurance charge deductible under the Policy. Because the guaranteed cost of
insurance charge varies with the death benefit, an increase in specified amount
or the calculation of the death benefit based on the corridor percentage (See,
Death Benefit) may cause the guaranteed cost of insurance charge to increase.
We deduct the cost of insurance charge proportionately from your assets in the
Subaccounts and/or the Guarantee Account. We will not impose a cost of
insurance charge once the Insured reaches Attained Age 100.
33
<PAGE>
SURRENDER CHARGE
If you fully surrender your Policy within eight years of the initial premium
payment, we will deduct a surrender charge. The total surrender charge will
equal a percentage of the initial premium payment you made under the Policy.
For purposes of this charge, we deem the initial premium payment to be made on
the first day of the first Policy Year; therefore, one year elapses on each
Policy Anniversary. We show the schedule of surrender charge percentage below:
<TABLE>
<CAPTION>
Policy Years
Since
Initial Premium Surrender Charge
Payment Percentage
-----------------------------------
<S> <C>
0-1 6%
2 5.5%
3 4.5%
4 3.5%
5 3%
6 2%
7 1%
8 and later 0%
</TABLE>
For a joint and last survivor Policy, the surrender charge may be lower if
required by state non-forfeiture law.
We will deduct this surrender charge, along with any outstanding Policy Debt,
from your Account Value to determine the amount payable upon surrender.
We do not access a surrender charge on additional Premium Payments you make
under the Policy. We also do not assess a surrender charge for partial
surrenders, but do assess a processing fee.
PARTIAL SURRENDER PROCESSING FEE
We deduct a partial surrender processing fee on partial surrenders you make.
The fee equals the lesser of $25 or 2% of the amount withdrawn and will be
deducted from the amount of the withdrawal. We will take the fee
proportionately from the Subaccounts and/or the Guarantee Account from which
you withdraw Account Value. We will not permit a partial surrender that would
reduce Account Value below $25,000.
TRANSFER CHARGE
We currently do not assess a charge for transfers. We reserve the right,
however, to assess a $10 transfer charge for each transfer after the first
transfer you make in any calendar month. We would take this charge from the
amount you transfer. For purposes of assessing such charge, we would consider
each transfer request one transfer, regardless of the number of Subaccounts
affected by the transfer. Multiple transfers within the same Valuation Period
would also be considered one transfer for this purpose.
34
<PAGE>
OTHER CHARGES
If you request an inforce illustration of life insurance benefits under the
Policy, we reserve the right to charge a maximum fee of $25 for the cost of
preparing the illustration.
There are deductions from and expenses paid out of the assets of each portfolio
that are more fully described in each Fund's prospectus.
REDUCTION OF CHARGES FOR GROUP SALES
We may reduce charges and/or deductions for sales of the Policies to a trustee,
employer or similar entity representing a group or to members of the group
where such sales result in savings of sales or administrative expenses. We will
base these discounts on the following:
1. The size of the group. Generally, the sales expenses for each individual
owner for a larger group are less than for a smaller group because more
Policies can be implemented with fewer sales contacts and less
administrative cost.
2. The total amount of premium payments to be received from a group. Per Policy
sales and other expenses are generally proportionately less on larger
premium payments than on smaller ones.
3. The purpose for which the Policies are purchased. Certain types of plans are
more likely to be stable than others. Such stability reduces the number of
sales contacts and administrative and other services required, reduces sales
administration and results in fewer Policy terminations. As a result, our
sales and other expenses are reduced.
4. The nature of the group for which the Policies are purchased. Certain types
of employee and professional groups are more likely to continue Policy
participation for longer periods than are other groups with more mobile
membership. If fewer Policies are terminated in a given group, our sales and
other expenses are reduced.
5. Other circumstances. There may be other circumstances of which we are not
presently aware, which could result in reduced sales expenses.
If, after we consider the factors listed above, we determine that a group
purchase would result in reduced sales expenses, we may reduce the charges
and/or deductions for each group. Reductions in these charges and/or deductions
will not be unfairly discriminatory against any person, including the affected
Owners and all other owners of policies funded by Separate Account III.
We may also reduce charges and/or deductions for sales of the Policies to
registered representatives who sell the Policies to the extent we realize
savings of sales and administrative expenses. Any such reduction in charges
and/or deductions will be consistent with the standards we use in determining
the reduction in charges and/or deductions for other group arrangements.
35
<PAGE>
The Policy
APPLYING FOR A POLICY
To purchase a Policy, you must complete an application and you or your
registered representative must submit it to us at our Home Office. You also
must pay an initial premium of a sufficient amount. See Premiums, below. The
minimum initial premium is $25,000. You can submit your initial premium with
your application or at a later date. (If you submit your initial premium with
your application, please remember that we will place your premium in a non-
interest bearing account for a certain amount of time. See Allocating Premium.)
Coverage generally becomes effective as of the Policy Date.
Generally, we will issue a Policy covering an Insured up to Age 90 if evidence
of insurability satisfies our underwriting rules. Required evidence of
insurability may include, among other things, a medical examination of the
Insured. We may, in our sole discretion, issue a Policy covering an Insured
over Age 90. We may reject an application for any lawful reason.
If you do not pay the full premium with your application, the insurance will
become effective on the effective date. This date is the date that you pay your
full premium and that we deliver your Policy. All persons proposed for
insurance must be insurable on the Policy Date.
If you pay the full first premium with your application, we may give you a
conditional receipt. This means that, subject to our underwriting requirements
and subject to a maximum limitation, your insurance will become effective on
the effective date we specified in the conditional receipt. This effective date
will be the latest of (i) the date of completion of the application, (ii) the
date of completion of all medical exams and tests we require, and (iii) the
policy date you requested when that date is later than the date you completed
your application.
OWNER
You have rights in the Policy during the Insured's lifetime under a single life
Policy or the Insureds' lifetimes under a joint and last survivor Policy. If
you die before the Insured under a single life Policy or the Last Insured under
a joint and last survivor Policy and there is no contingent Owner, ownership
will pass to your estate.
BENEFICIARY
You designate the primary Beneficiaries and contingent Beneficiaries when you
apply for the Policy. You may name one or more primary Beneficiaries or
contingent Beneficiaries. We will pay the death benefit Proceeds in equal
shares to the survivors in the appropriate Beneficiary class, unless you
request otherwise.
Unless an optional payment plan is chosen, we will pay the death benefit
Proceeds in a lump sum to the primary Beneficiary(ies). If the primary
Beneficiary(ies) dies before the Insured under a single life Policy or the
Insureds under a joint and last survivor Policy, we will pay the death benefit
Proceeds to the contingent Beneficiary(ies). If there is no surviving
Beneficiary(ies) we will pay the death benefit Proceeds to you or your estate.
36
<PAGE>
CHANGING THE BENEFICIARY
If you reserve the right, you may change the Beneficiary during the Insured's
life under a single life Policy or either Insured's life under a joint and last
survivor Policy. To make this change, please write our Home Office. The request
and the change must be in a form satisfactory to us and we must actually
receive the request. The change will take effect as of the date you signed the
request.
CANCELING A POLICY
You may cancel a Policy during the "free-look period" by returning it to us at
our Home Office, or to the registered representative who sold it. The free-look
period expires 10 days after you receive the Policy or within 45 days after you
sign the application, whichever is later. The free-look period is longer if
required by state law. If you decide to cancel the Policy during the free-look
period, we will treat the Policy as if it had never been issued. Within seven
calendar days after we receive the returned Policy, we will refund an amount
equal to the sum of all premiums paid for the policy.
37
<PAGE>
Premiums
GENERAL
We will usually credit your initial premium payment to the Policy on the later
of the date we approve your application and the date we receive your payment.
We will credit any subsequent premium payment to the Policy on the Valuation
Day we receive it at our Home Office.
The total premiums you pay may not exceed guideline premium limitations for
life insurance set forth in the Code and shown in your Policy. We may reject
any premium, or any portion of a premium, that would result in the Policy being
disqualified as life insurance under the Code. We will refund any rejected
premium along with any interest it accrued. See Tax Considerations.
INITIAL PREMIUM
The initial premium is due on the Policy Date. Your initial premium will be
shown in your Policy's data pages. The minimum initial premium is $25,000.
The total premium must equal the guideline single premium for life insurance as
determined in the Internal Revenue Code for the Policy's initial Specified
Amount. The relationship between the guideline single premium and the Specified
Amount depends on the Age, gender (where applicable), and risk class of the
Insured. Generally, the same guideline single premium will purchase a higher
Specified Amount for a younger Insured than for an older Insured of the same
gender and risk class. Likewise, the same guideline single premium will
purchase a slightly higher Specified Amount for a female Insured than for a
male Insured of the same age and risk class. [To be added with pre-effective]
Representative Specified Amounts for a [ ] guideline single premium are set
forth below:
Specified Amount for a [ ] Guideline Single Premium
<TABLE>
<CAPTION>
Age Male Female
--------------------
<S> <C> <C>
10 $ $
20
30
40
50
60
70
</TABLE>
TAX FREE EXCHANGES (1035 EXCHANGES)
We will accept as part of your initial premium money from one contract that
qualified for a tax-free exchange under Section 1035 of the Code. If you
contemplate such an exchange, you should consult a competent tax advisor to
learn the potential tax effects of such a transaction. We will accept 1035
exchanges even if there is an outstanding loan on the other policy, so long as
the outstanding loan is no more than 40% of the total 1035 exchange value. We
may allow a higher loan percentage. Replacing your existing coverage with this
Policy may not be to your advantage.
38
<PAGE>
ADDITIONAL PREMIUM PAYMENTS
Although the Policy is a single premium policy, you may make additional premium
payments under certain circumstances, so long as there is no outstanding Policy
Debt. If there is Policy Debt outstanding, we will consider any payment (other
than an initial premium payment) we receive to be repayment of that debt.
Should any such payment exceed the amount of Policy Debt outstanding, we will
treat the amount in excess of Policy Debt as an additional premium payment. The
circumstances under which you can make additional premium payments are listed
below:
(1) Increases in Specified Amount -- After the first Policy Year, you may
request an increase in Specified Amount. (See Changing the Specified
Amount). If your request is approved, we will require you to make an
additional premium payment in order for the increase to become effective.
(2) In Order to Prevent Termination -- If the Surrender Value on a Monthly
Anniversary Day is insufficient to cover the monthly deduction due on that
Monthly Anniversary Day, then in order to prevent termination, you must
make a payment during the grace period sufficient to cover the monthly
deduction. We will mail you a notice stating the minimum payment you must
make to prevent termination. You may make an additional premium payment in
an amount greater than that required to prevent termination as long as the
total of all premium payments, immediately after the payment to prevent
termination, is less than the maximum premiums limitation shown in your
Policy's data pages.
(3) At Your Discretion -- You may make additional premium payments at your
discretion, so long as the amount of the payment is at least $1,000 and the
payment plus the total of all premiums previously paid does not exceed the
maximum premiums limitation shown in your Policy's data pages. The maximum
premiums limitation will be derived from the guideline premium test for
life insurance set forth in the Internal Revenue Code. If the initial
premium equals the maximum premiums limitation at issue, you normally will
not be able to make discretionary additional premium payments during the
early years of the Policy.
If you make a discretionary additional premium payment that causes the total
amount of premiums paid under the Policy to exceed the maximum premiums
limitation, we will accept only the portion of the premium which, together with
premiums previously paid, equals the maximum premiums limitation, and will
return the excess to you. Thereafter, we will not accept any discretionary
additional premium payments until allowed by the maximum premiums limitation.
REPAYMENT OF OUTSTANDING POLICY DEBT
If there is any outstanding Policy Debt on the date we receive a payment (other
than an initial premium payment), we will treat the payment first as a
repayment of outstanding Policy Debt.
39
<PAGE>
ALLOCATING PREMIUMS
When you apply for a Policy, you specify the percentage of your premium we
allocate to each Subaccount and to the Guarantee Account. You may only direct
your premiums and Account Value to ten Subaccounts at any given time.
Allocations to the Guarantee Account do not count as one of the ten allocations
we permit under the Policy. You can change the allocation percentages at any
time by writing or calling our Home Office. The change will apply to all
premiums we receive with or after we receive your instructions. Premium
allocations must be in percentages totaling 100%, and each allocation
percentage must at least be 1.0% of the premium.
Until we approve your application, receive all necessary forms (including any
subsequent amendments to the application), and receive the entire initial
premium, we will place any premium you pay into a non-interest bearing account.
Once we approve your application, receive all necessary forms (including any
subsequent amendments to the application), and receive the entire initial
premium, we will transfer your premium from the non-interest bearing account.
At that point, we will transfer any portion of the initial premium you
designated for the Subaccounts to the Subaccounts you choose in your
application. We will transfer any portion of the initial premium you designated
for the Guarantee Account to the Guarantee Account.
40
<PAGE>
How Your Account Value Varies
ACCOUNT VALUE
The Account Value is the entire amount we hold under your Policy for you. The
Account Value serves as a starting point for calculating certain values under a
Policy. It is the sum of the total amount under the Policy in each Subaccount,
the amount held in the Guarantee Account, and the Account Value held in the
General Account to secure Policy Debt. See Loans. We determine Account Value
first on your Policy Date (or on the date we receive your initial premium
payment, if later) and after that on each Valuation Day. Your Account Value
will vary to reflect the performance of the Subaccounts to which you have
allocated amounts and interest we credit to the Guarantee Account, and also
will vary to reflect Policy Debt, charges for monthly deduction, transfers,
partial surrenders, Policy loan interest, and Policy loan repayments. Your
Account Value may be more or less than the premiums you paid.
SURRENDER VALUE
The Surrender Value on a Valuation Day is the Account Value reduced by both any
surrender charge and any Policy Debt.
SUBACCOUNT VALUES
On any Valuation Day, the value of a Subaccount equals the number of Subaccount
units we credit to the Policy multiplied by the Unit Value for that day. When
you make allocations to a Subaccount, either by premium allocation, transfer of
Account Value, transfer of loan interest from the General Account, or repayment
of a Policy loan, we credit your Policy with units in that Subaccount. We
determine the number of units by dividing the amount allocated, transferred or
repaid to the Subaccount by the Subaccount's Unit Value for the Valuation Day
when we effect the allocation, transfer or repayment.
The number of units we credit to a Policy will decrease whenever we take the
allocated portion of the monthly deduction, you take a Policy loan or a partial
surrender from the Subaccount, you transfer an amount from the Subaccount, you
take a partial surrender from the Subaccount, or you surrender the Policy.
UNIT VALUES
We arbitrarily set the unit value for each Subaccount at $10 when we
established the Subaccount. After that, a Subaccount's Unit Value varies to
reflect the investment experience of the underlying portfolio, and may increase
or decrease from one Valuation Day to the next. We determine Unit Value, after
a Subaccount's operations begin, by multiplying the net investment factor for
that Valuation Period by the Unit Value for the immediately preceding period.
NET INVESTMENT FACTOR
The net investment factor for a Valuation Period is (a) divided by (b), where:
(a) is the result of:
1. the value of the assets at the end of the preceding Valuation Period;
plus
2. the investment income and capital gains, realized or unrealized, credited
to those assets at the end of the Valuation Period for which the net
investment factor is being determined; minus
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3. the capital losses, realized or unrealized, charged against those assets
during the Valuation Period; minus
4. any amount charged against the Separate Account for taxes, or any amount
we set aside during the Valuation Period as a provision for taxes
attributable to the operation or maintenance of the Separate Account; and
(b) is the value of the assets in the Subaccount at the end of the preceding
Valuation Period.
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Transfers
GENERAL
You may transfer all or a portion of your Account Value between and among the
Subaccounts of Separate Account III and the Guarantee Account subject to
certain conditions. Transfers among the Subaccounts of Separate Account III and
from a Subaccount to a Guarantee Account are made as of the end of the
Valuation Period that the transfer request is received at our Home Office.
Transfers to, from, or among the Subaccounts of Separate Account III may be
postponed under certain circumstances. See Requesting Payments.
Transfers from any particular allocation of a Guarantee Account to a Subaccount
are restricted. Unless you are participating in the dollar-cost averaging
program (see Dollar-Cost Averaging), you may make such transfers only during
the 30 day period beginning with the end of the preceding guarantee period
applicable to that particular allocation. We also may limit the amount which
may be transferred from the Guarantee Account to the Subaccounts, but we will
not limit it to less than 25% of the original allocation, plus any accrued
interest on that allocation remaining in the Guarantee Account. Further, we
restrict certain transfers from a Subaccount to the Guarantee Account. You may
not make any transfers from an Subaccount to the Guarantee Account during the
six month period following the transfer of any amount from the Guarantee
Account to any Subaccount.
We reserve the right to limit the number of transfers if it is necessary for
the Policy to continue to be treated as a life insurance policy by the Internal
Revenue Service. We also may not honor transfers made by third parties. (See
Transfers by Third Parties.)
When thinking about a transfer of Account Value, you should consider the
inherent risk involved. Frequent transfers based on short-term expectations may
increase the risk that a transfer will be made at an inopportune time. We
reserve the right to modify, restrict, suspend or eliminate the transfer
privileges, including telephone transfer privileges, at any time, for any
reason. There is a charge after the first transfer made in a calendar month.
See Transfer Charge.
DOLLAR-COST AVERAGING
The dollar-cost averaging program permits you to systematically transfer on a
monthly or quarterly basis a set dollar amount from the Subaccount investing in
the Money Market Fund of the GE Investments Funds (the "Money Market
Subaccount") and/or the 12 month dollar-cost averaging option under the
Guarantee Account to any combination of other Subaccounts (as long as the total
number of Subaccounts used does not exceed the maximum number allowed under the
Policy). The dollar-cost averaging method of investment is designed to reduce
the risk of making purchases only when the price of units is high, but you
should carefully consider your financial ability to continue the program over a
long enough period of time to purchase units when their value is low as well as
when it is high. Dollar-cost averaging does not assure a profit or protect
against a loss.
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You may participate in the dollar-cost averaging program by selecting the
program on your application, completing a dollar-cost averaging agreement, or
calling our Home Office. To use the dollar-cost averaging program, you must
transfer at least $100 from the Money Market Subaccount and/or the Guarantee
Account (if applicable) to any other Subaccount. If any transfer would leave
less than $100 in the Money Market Subaccount or the Guarantee Account, we will
transfer the entire amount. Once elected, dollar-cost averaging remains in
effect from the date we receive your request until the value of the Subaccount
or Guarantee Account from which transfers are being made is depleted, or until
you cancel the program by written request or by telephone if we have your
telephone authorization on file.
There is no additional charge for dollar-cost averaging, and we do not consider
a transfer under this program a transfer for purposes of assessing a transfer
charge, nor for calculating any limit on the maximum number of transfers we may
impose for a calendar year. We reserve the right to discontinue or modify the
dollar-cost averaging program at any time and for any reason.
PORTFOLIO REBALANCING
Once you allocate your money among the Subaccounts, the performance of each
Subaccount may cause your allocation to shift. You may instruct us in writing
to automatically rebalance (on a quarterly, semi-annual or annual basis) your
Account Value to return to the percentages specified in your allocation
instructions. The program does not include allocations to the Guarantee
Account. You may elect to participate in the portfolio rebalancing program at
any time by completing the portfolio rebalancing agreement. Your percentage
allocations must be in whole percentages and be at least 1.0%. Subsequent
changes to your percentage allocations may be made at any time by writing or
calling our Home Office. Once elected, portfolio rebalancing remains in effect
from the date we receive your request until you instruct us to discontinue
portfolio rebalancing. There is no additional charge for using portfolio
rebalancing, and we do not consider a portfolio rebalancing transfer a transfer
for purposes of assessing a transfer charge, nor for calculating any limit on
the maximum number of transfers we may impose for a calendar year. We reserve
the right to discontinue or modify the portfolio rebalancing program at any
time and for any reason. Portfolio rebalancing does not guarantee a profit or
protect against a loss.
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TRANSFER BY THIRD PARTIES
As a general rule and as a convenience to you, we allow you to give a third
party the right to effect transfers on your behalf. However, when the same
third party makes transfers for many Owners, the result can be simultaneous
transfers involving large amounts of Account Value. Such transfers can disrupt
the orderly management of the portfolios underlying the Policy, can result in
higher costs to Owners, and are generally not compatible with the long-range
goals of Owners. We believe that such simultaneous transfers effected by such
third parties are not in the best interests of all shareholders of the Funds
underlying the Policies, and the managements of those Funds share this
position.
Therefore, to the extent necessary to reduce the adverse effects of
simultaneous transfers made by third parties who make transfers on behalf of
multiple owners, we may not honor such transfers. Also, we will institute
procedures to assure that the transfer requests that we receive have, in fact,
been made by the Owners in whose names they are submitted. These procedures
will not, however, prevent Owners from making their own transfer requests.
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Death Benefits
As long as the Policy remains in force, we will process a claim for death
benefit Proceeds upon receipt at our Home Office of: (i) the Policy; (ii)
satisfactory proof that the Insured under a single life Policy or both Insureds
under a joint and last survivor Policy died while the Policy was in effect; and
(iii) proof of interest of the claimant. See Requesting Payments. We will pay
the death benefit to the Beneficiary. Under a joint and last survivor Policy,
no death benefit Proceeds are available at the death of the first Insured to
die.
AMOUNT OF DEATH BENEFIT PAYABLE
If the Attained Age of the Insured under a single life Policy or the Attained
Age of the Last Insured under a joint and last survivor Policy at death is less
than 100, the amount of death benefit payable equals:
. the greater of: 1) the Specified Amount; or 2) Account Value multiplied by
the applicable corridor percentage as determined using the table of
percentages shown below;
. minus any Policy Debt on that date; and
. minus the amount of any due and unpaid monthly deductions, if the date of
death occurred during a grace period.
If the Attained Age of the Insured under a single life Policy or the Attained
Age of the Last Insured under a joint and last survivor Policy at death is 100
or more, the amount of the death benefit payable equals:
. Account Value multiplied by applicable corridor percentage;
. minus any Policy Debt on that date; and
. minus the amount of any due and unpaid monthly deductions, if the date of
death occurred during a grace period.
Under certain circumstances, we may further adjust the amount of the death
benefit payable. See Incontestability and Misstatement of Age or Gender.
We determine the Specified Amount and Account Value on the date of the
Insured's death under a single life Policy or the date of death of the Last
Insured under a Joint and last survivor Policy. For a single life Policy, the
corridor percentage is 250% until attainment of Age 40 and declines after that
as the Insured's Attained Age increases. For a joint and last survivor Policy,
the corridor percentage is 250% until the younger Insured attains age 40 and
declines after that as the younger Insured's Attained Age increases). If the
younger Insured was the first to die, the corridor percentage will depend on
the Attained Age that he or she would have been if still living. If the table
of percentages currently in effect becomes inconsistent with any Federal income
tax laws and/or regulations, we reserve the right to change the table.
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Table of Percentages of Account Value
<TABLE>
<CAPTION>
Attained Corridor Attained Corridor Attained Corridor
Age Percentage Age Percentage Age Percentage
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
0-40 250% 54 157% 68 117%
41 243% 55 150% 69 116%
42 236% 56 146% 70 115%
43 229% 57 142% 71 113%
44 222% 58 138% 72 111%
45 215% 59 134% 73 109%
46 209% 60 130% 74 107%
47 203% 61 128% 75-90 105%
48 197% 62 126% 91 104%
49 191% 63 124% 92 103%
50 185% 64 122% 93 102%
51 178% 65 120% 94 or older 101%
52 171% 66 119%
53 164% 67 118%
</TABLE>
Corridor percentages may vary by state.
Changing the Specified Amount
After the first Policy year, you may increase the Specified Amount. To make a
change, you must send a written request and the Policy to our Home Office.
To apply for an increase, you must complete a supplemental application and
submit evidence of insurability satisfactory to us. When you request the
increase, the Insured under a single life Policy, or both Insureds under a
joint and last survivor Policy, must be of the same risk class as at the time
we issued the Policy. Any approved increase will become effective on the date
shown in the supplemental Policy data page.
For an increase in the Specified Amount to become effective, you must make an
additional premium payment. This payment will depend upon the amount of the
increase requested and the Attained Age, gender (where appropriate), and risk
class of the Insured under a single life Policy or the Insureds under a joint
and last survivor Policy. The minimum increase in Specified Amount that we will
allow is one which requires a $1,000 additional premium payment.
A partial surrender will reduce the Specified Amount in proportion to the
amount the partial surrender reduces the Account Value.
A change in your Specified Amount may have Federal tax consequences. See Tax
Considerations.
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Surrenders And Partial Surrenders
SURRENDERS
You may cancel and surrender your Policy at any time before the Insured dies
under a single life Policy or the Last Insured dies under a joint life and
survivor Policy. The Policy will terminate on the Valuation Day we receive your
request at our Home Office, and you will not be able to reinstate it.
We will pay you the Surrender Value in a lump sum unless you make other
arrangements. You will incur a surrender charge if you surrender your Policy
within 7 Policy Years of the initial premium payment. A surrender may have
adverse tax consequences. (See Tax Considerations.)
PARTIAL SURRENDERS
After the first Policy Year, you may make one partial surrender each Policy
Year thereafter. The minimum partial surrender amount is $500. The maximum
partial surrender amount is the lesser of: a) the Surrender Value less $1,000;
and b) the available loan amount (which is equal to 90% of the difference
between Account Value and any surrender charges, minus any Policy Debt). We
will not permit a partial surrender that would reduce Account Value below
$25,000.
We will deduct a processing fee from each partial surrender. See Partial
Surrender Processing Fee. No surrender charge will apply.
When you request a partial surrender, you can direct how we deduct the
withdrawal from your Account Value. If you provide no directions, we will
deduct the partial surrender first from the Subaccounts on a pro-rata basis, in
proportion to the Account Value in each Subaccount. We will deduct any
remaining amount from the Guarantee Account, starting with the amounts that
have been in the Guarantee Account for the longest period of time.
EFFECT OF PARTIAL SURRENDERS ON ACCOUNT VALUE AND SPECIFIED AMOUNT
A partial surrender will reduce the Account Value by the amount of the partial
surrender. A partial surrender will reduce the Specified Amount in proportion
to the amount the partial surrender reduces the Account Value.
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Loans
GENERAL
You may borrow up to the following amount:
. 90% of the difference between your Account Value at the end of the Valuation
Period during which we received your loan request and any surrender charges
on the date of the loan; and
. less any outstanding Policy Debt.
The minimum Policy Loan is $1,000. You may request Policy loans by writing our
Home Office.
When you request a loan, we transfer an amount equal to the loan proceeds from
your Account Value in Separate Account III to our General Account and hold it
as "collateral" for the loan. If you do not direct an allocation for this
transfer, we will make it on a pro-rata basis from each Subaccount in which you
have invested. We will take any remaining collateral from your Account Value in
the Guarantee Account, starting with the amounts that have been in the
Guarantee Account for the longest period of time. We will credit interest at an
annual rate of at least 4% to the collateral. We reserve the right to change,
at our sole discretion, the interest rate we credit to the amount of Account
Value we transferred to the General Account.
On each Policy Anniversary, we will transfer to Separate Account III and/or the
Guarantee Account interest credited to collateral for the loan. If you provide
no directions, we will allocate this amount among the Subaccounts and/or the
Guarantee Account in the same manner as Policy loans are allocated.
You may repay a loan in part or in full at any time during the Insured's life
under a single life Policy or either Insured's life under a joint and last
survivor Policy, while your Policy is in effect. When you repay a loan, we
transfer an amount equal to the repayment from our General Account to Separate
Account III and/or the Guarantee Account and allocate it as you directed when
you repaid the loan. If you provide no directions, we will allocate the amount
according to your standing instructions for premium allocations.
PREFERRED POLICY DEBT
We will designate a portion of Policy loans taken or existing on or after the
preferred loan availability date (as shown on the Policy data pages) as
preferred policy debt. In Policy Years 2 and later, preferred policy debt will
be at least as large as the Account Value minus the total premiums paid.
We assess a preferred loan interest rate on preferred policy debt as described
below. We redetermine the amount of preferred policy debt each Policy Month. We
reserve the right to change this practice at our sole discretion.
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INTEREST RATE CHARGED
We will charge interest daily at an effective annual rate of 6% on any
outstanding non-preferred policy debt and at an effective annual rate of 4% on
preferred policy debt. Interest is due and payable at the end of each Policy
Year while a Policy loan is outstanding. If, on any Policy Anniversary, you
have not paid interest accrued since the last Policy Anniversary, we add the
amount of the interest to the loan and this becomes part of your outstanding
Policy Debt. We transfer the interest due from each Subaccount on a pro-rata
basis; then we will take the remaining interest due from amounts you allocated
to the Guarantee Account, starting with the amounts that have been in the
Guarantee Account for the longest period of time.
REPAYMENT OF POLICY DEBT
You may repay all or part of your Policy Debt at any time while the Insured is
living and the Policy is in force under a single life Policy and while either
Insured is living and the Policy is in force under a joint and last survivor
Policy. We will treat any payments by you (other than the initial premium)
first as the repayment of any outstanding Policy Debt. We will treat the
portion of the payment in excess of any outstanding Policy Debt as an
additional premium payment. See Premiums.
When you repay a loan, we transfer an amount equal to the repayment from our
General Account to Separate Account III and/or the Guarantee Account and
allocate it as you directed when you repaid the loan. If you provide no
directions, we will allocate the amount according to your standing instructions
for premium allocations.
You must send loan repayments to our Home Office. We will credit the repayments
as of the date we receive them.
EFFECT OF POLICY LOANS
A Policy loan affects the Policy, because we reduce the death benefit Proceeds
and Surrender Value under the Policy by the amount of any outstanding loan plus
interest you owe on the loan. Repaying the loan causes the death benefit
Proceeds and Surrender Value to increase by the amount of the repayment. As
long as a loan is outstanding, we hold an amount equal to the loan as
collateral. This amount is not affected by Separate Account III's investment
performance or the interest we credit on the Guarantee Account. Amounts
transferred from Separate Account III as collateral will affect the Account
Value because we credit such amounts with an interest rate we declare rather
than a rate of return reflecting the investment performance of Separate Account
III.
There are risks involved in taking a Policy loan, a few of which include the
potential for a Policy to lapse if projected earnings, taking into account
outstanding loans, are not achieved. A Policy loan may also have adverse tax
consequences. See Tax Considerations.
We will notify you if the sum of your loans plus any interest you owe on the
loans is more than the Account Value less applicable surrender charges. If you
do not submit a sufficient payment within 61 days from the date of the notice,
your Policy may terminate.
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Termination
PREMIUM TO PREVENT TERMINATION
Generally, if on a Monthly Anniversary Day, the Surrender Value of your Policy
is too low to cover the monthly deduction, a Policy will be in default and a
grace period will begin. In that case, we will mail you notice of the premium
necessary to prevent your Policy from terminating. You will have a 61-day grace
period from the date we mail the notice to make the required premium payment.
So long as there is outstanding Policy Debt, we will treat that portion of any
sufficient payment received during the grace period that is less than or equal
to the amount of the Policy Debt as a repayment of Policy Debt and not as an
additional premium payment. If we treat a payment as a repayment of outstanding
Policy Debt, we will transfer the amount of Account Value held in our General
Account (as security for that part of the Policy Debt being repaid) into
Separate Account III and/or the Guarantee Account, which increases the
Surrender Value of the Policy, thereby preventing termination.
YOUR POLICY WILL REMAIN IN EFFECT DURING THE GRACE PERIOD
If the Insured under a single life Policy, or the Last Insured under a joint
and last survivor Policy, should die during the grace period before you pay the
required premium, the death benefit will still be payable to the Beneficiary,
although we will reduce the amount of the death benefit Proceeds by the amount
of any due and unpaid monthly deductions and by any outstanding Policy Debt. If
you have not paid the required premium before the grace period ends, your
Policy will terminate. It will have no value and no benefits will be payable.
However, you may reinstate your Policy under certain circumstances.
REINSTATEMENT
If you have not surrendered your Policy, you may reinstate your Policy within
three years after termination, subject to compliance with certain conditions,
including the payment of a necessary premium and submission of satisfactory
evidence of insurability. See your Policy for further information. On the date
of reinstatement, the Account Value less any outstanding Policy Debt will be
allocated to the Subaccounts of Separate Account III and/or the Guarantee
Account.
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Payments and Telephone Transactions
REQUESTING PAYMENTS
You may send your written requests for payment to our Home Office or give them
to one of your registered representatives. We will ordinarily pay any death
benefit Proceeds, loan proceeds or surrender or partial surrender proceeds in a
lump sum within seven days after receipt at our Home Office of all the
documents required for such a payment. Other than the death benefit Proceeds,
which we determine as of the date of the Insured's death, the amount we pay is
as of the date our Home Office receives all required documents. We may pay your
death benefit Proceeds in a lump sum or under an optional payment plan. See
Optional Payment Plans.
Any death benefit Proceeds that we pay in one lump sum will include interest
from the date of death to the date of payment. We will pay interest at a rate
we set, or a rate set by law if greater. The minimum interest rate which we may
pay is 2.5%. We will not pay interest beyond one year or any longer time set by
law. We will reduce death benefit Proceeds by any outstanding Policy Debt and
any due and unpaid monthly deductions.
We may delay making a payment or processing a transfer request if:
. the disposal or valuation of Separate Account III's assets is not reasonably
practicable because the New York Stock Exchange is closed for other than a
regular holiday or weekend, trading is restricted by the SEC, or the SEC
declares that an emergency exists; or
. the SEC by order permits postponement of payment to protect our Policy
Owners.
We also may defer making payments attributable to a check that has not cleared
the bank on which it is drawn. We reserve the right to defer payments from the
Guarantee Account for up to six months. We will not defer payments if the law
requires us to pay earlier, or if the amount payable is to be used to pay
premiums on policies with us.
TELEPHONE TRANSACTIONS
You may make certain requests under the Policy by telephone provided you sent
us written authorization at our Home Office. These include requests for
transfers, changes in premium allocation designations, dollar-cost averaging
changes and changes in the portfolio rebalancing program. Our Home Office will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include, among others, requiring
some form of personal identification prior to acting upon instructions received
by telephone, providing written confirmation of such transactions, and/or tape
recording of telephone instructions. Your request for telephone transactions
authorizes us to record telephone calls. If we do not follow reasonable
procedures, we may be liable for any losses due to unauthorized or fraudulent
instructions. However, if we follow reasonable procedures, we will not be
liable for any losses due to unauthorized or fraudulent instructions.
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Tax Considerations
FEDERAL TAX MATTERS
Introduction
This part of the Prospectus discusses the Federal income tax treatment of the
Policy. The Federal income tax treatment of the Policy is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances.
This discussion is general and is not intended as tax advice. It does not
address all of the Federal income tax rules that may affect you and your
Policy. This discussion also does not address Federal estate or gift tax
consequences, or state or local tax consequences, associated with a Policy. As
a result, you should always consult a tax advisor about the application of tax
rules to your individual situation.
Tax Status of the Policy
Federal income tax law generally grants favorable treatment to life insurance:
the proceeds paid on the death of the insured are excluded from the gross
income of the beneficiary, and the Owner is not taxed on increases in the cash
value unless amounts are distributed while the Insured is alive. For this
treatment to apply to your Policy, the premiums paid for your Policy must not
exceed a limit established by the tax law. An increase or decrease in the
Policy's Specified Amount may change this premium limit.
We will monitor the premiums paid for your Policy to keep them within the tax
law's limit. However, for your Policy to receive favorable tax treatment as
life insurance, two other requirements must be met:
. The investments of Separate Account III must be "adequately diversified" in
accordance with Internal Revenue Service ("IRS") regulations; and
. your right to choose particular investments for a Policy must be limited.
Investments in Separate Account III must be diversified. The IRS has issued
regulations that prescribe standards for determining whether the investments of
Separate Account III, including the assets of the Funds in which Separate
Account III invests, are "adequately diversified." If Separate Account III
fails to comply with these diversification standards, you could be required to
pay tax currently on the excess of the Account Value over the premiums paid for
the Policy.
Although we do not control the investments of all of the Funds (the Company
only indirectly controls those of GE Investments Funds, Inc., through an
affiliated company), we expect that the Funds will comply with the IRS
regulations so that Separate Account III will be considered "adequately
diversified."
Restrictions on the extent to which you can direct the investment of Account
Values. Federal income tax law limits your right to choose particular
investments for the Policy. The U.S. Treasury Department stated in 1986 that it
expected to issue
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<PAGE>
guidance clarifying those limits, but it has not yet done so. Thus, the nature
of the limits is currently uncertain. As a result, your right to allocate
Account Values among the Funds may exceed those limits. If so, you would be
treated as the owner of a portion of the assets of Separate Account III and
thus subject to current taxation on the income and gains from those assets.
The Company does not know what limits may be set forth in any guidance that the
Treasury Department may issue, or whether any such limits will apply to
existing Policies. The Company therefore reserves the right to modify the
Policy without your consent to attempt to prevent the tax law from considering
you to own a portion of the assets of Separate Account III.
No guarantees regarding tax treatment: The Company makes no guarantees
regarding the tax treatment of any Policy or of any transaction involving a
Policy. However, the remainder of this discussion assumes that your Policy will
be treated as a life insurance contract for Federal income tax purposes and
that the tax law will not impose tax on any increase in your Account Value
until there is a distribution from your Policy.
Tax Treatment of Policies -- General
Death Proceeds and Account Value increases: A Policy's treatment as life
insurance for Federal income tax purposes generally has the following results:
. Death Proceeds are excludable from the gross income of the Beneficiary.
. You are not taxed on increases in the Account Value unless amounts are
distributed from the Policy while the Insured is alive.
. The taxation of amounts distributed while the Insured is alive--and, in
particular, withdrawals and loans -- depends upon whether your Policy is a
"modified endowment contract." A withdrawal occurs when you receive less than
the total amount of the Policy's Surrender Value; receipt of the entire
Surrender Value is a full surrender. The term "modified endowment contract,"
or "MEC," is defined below.
Tax Treatment of Modified Endowment Contracts
Definition of a "modified endowment contract:" A Policy will be classified as a
MEC if either of the following is true:
. If premiums are paid more rapidly than allowed by a "7-pay test" under the
tax law. At your request, we will let you know the amount of premium that may
be paid for your Policy in any year that will avoid MEC treatment under the
7-pay test.
. If the Policy is received in exchange for another policy that is a MEC.
In most cases, this Policy will constitute a MEC.
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<PAGE>
Tax treatment of distributions, including loans, from MECs: If a Policy is
classified as a MEC, the following special rules apply:
. A withdrawal will be taxable to you to the extent that the Account Value
exceeds your "investment in the contract," as defined below.
. A full surrender and any maturity benefits paid will be taxable to the extent
the amount received plus Policy Debt exceeds your investment in the contract.
. A loan from the Policy (together with any unpaid interest included in Policy
Debt), and the amount of any assignment or pledge of the Policy, will be
taxed in the same manner as a withdrawal.
. A penalty tax of 10% will be imposed on the amount of any full or withdrawal,
loan and unpaid loan interest included in Policy Debt, assignment, or pledge
on which you must pay tax. However, the penalty tax does not apply to a
distribution made:
(1) after you attain age 59 1/2,
(2) because you have become disabled, within the meaning of the tax law, or
(3) in substantially equal periodic payments over your life or life
expectancy (or over the joint lives or life expectancies of you and your
beneficiary, within the meaning of the tax law).
You will be taxed on income from this Policy at ordinary income tax rates, not
at lower capital gains tax rates. Your "investment in the contract" generally
equals the total of the premiums paid for your Policy plus the amount of any
loan that was includible in your income, reduced by any amounts you previously
received from the Policy that you did not include in your income.
Special rules if you own more than one MEC: All MECs that we (or any of our
affiliates) issue to you within the same calendar year will be combined to
determine the amount of any distribution from the Policy that will be taxable
to you.
Interpretative issues: The tax law's rules relating to MECs are complex and
open to considerable variation in interpretation. You should consult your tax
advisor before making any decisions regarding changes in coverage under or
distributions from your Policy.
Tax Treatment of Policies That Are Not MECS
Partial withdrawals and full surrenders and maturity proceeds: If your Policy
is not a MEC, you will generally pay tax on the amount of a withdrawal only to
the extent it exceeds your investment in the contract.
Similarly, full surrenders and maturity proceeds are taxable to the extent the
amount received plus Policy Debt exceeds your investment in the contract.
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Loans: A loan received under a non-MEC Policy (i.e., Policy Debt) normally will
be treated as your indebtedness. Hence, so long as the Policy remains in force,
you will generally not be taxed on any part of a Policy loan. However, it is
possible that you could have additional income for tax purposes if any of your
Policy loan is attributable to Account Value in excess of premium payments
made. If your Policy terminates (by a full surrender or by a lapse) while the
Insured is alive, you will be taxed on the amount (if any) by which the Policy
Debt plus any amount received in cash exceeds your investment in the contract.
Other Tax Rules Applicable to the Policies
Special rule for certain cash distributions in the first 15 policy
years: During the first 15 years after your Policy is issued, if we distribute
cash to you and reduce the death Proceeds (E.G., by decreasing the Policy's
Specified Amount) at the same time, you may be required to pay tax on all or
part of the cash payment, even if it is less than your investment in the
contract. This also may occur if we distribute cash to you up to two years
before the Proceeds are reduced, or if the cash payment is made in anticipation
of the reduction. However, you will not be required to pay tax on more than the
amount by which your Account Value exceeds your investment in the contract.
Loan interest: Generally, interest paid on Policy Debt or other indebtedness
related to the Policy will not be tax deductible, except in the case of certain
indebtedness under a Policy covering a "key person." A tax advisor should be
consulted before taking any Policy loan.
Loss of interest deduction where policies are held by or for the benefit of
corporations, trusts, etc. If an entity (such as a corporation or a trust, not
an individual) purchases a Policy or is the beneficiary of a Policy issued
after June 8, 1997, a portion of the interest on indebtedness unrelated to the
Policy may not be deductible by the entity. However, this rule does not apply
to a Policy owned by an entity engaged in a trade or business which covers the
life of an individual who is:
. a 20 percent owner of the entity, or
. an officer, director, or employee of the trade or business,
at the time first covered by the Policy. Entities that are considering
purchasing the Policy, or that will be beneficiaries under a Policy, should
consult a tax advisor.
Optional payment plans: If death Proceeds under the Policy are paid under one
of the optional payment plans, the Beneficiary will be taxed on a portion of
each payment (at ordinary income tax rates). The Company will notify the
Beneficiary annually of the taxable amount of each payment. However, if the
death Proceeds are held by the Company under Optional Payment Plan 4 (interest
income), the Beneficiary will be taxed on the interest income as it is
credited.
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<PAGE>
Other Considerations: The right to exchange the Policy for a permanent fixed
benefit policy (see "Exchange Privilege"), the right to change Owners (see
"Change of Owner"), and changes reducing future amounts of death Proceeds may
have tax consequences depending upon the circumstances of each exchange or
change.
Income Tax Withholding
We may be required to withhold and pay to the IRS a part of the taxable portion
of each distribution made under a Policy. However, in many cases, the recipient
may elect not to have any amounts withheld. You are responsible for payment of
all taxes and early distribution penalties, regardless of whether you request
that no taxes be withheld or if we do not withhold a sufficient amount of
taxes. At the time you request a distribution from the Policy, we will send you
forms that explain the withholding requirements.
Tax Status of the Company
Under existing Federal income tax law, we do not expect to incur any Federal
income tax liability on the income or gains in Separate Account III. Based upon
this expectation, we do not impose a charge for Federal income taxes. If
Federal income tax law changes and we are required to pay taxes on some or all
of the income and gains earned by Separate Account III, we may impose a charge
for those taxes.
We may also incur state and local taxes, in addition to premium taxes for which
a deduction from premiums is currently made. At present, these taxes are not
significant. If there is a material change in state or local tax laws, we may
impose a charge for any taxes attributable to Separate Account III.
Changes in the Law and Other Considerations
This discussion is based on our understanding of the Federal income tax law
existing on the date of this Prospectus. Congress, the IRS, and the courts may
modify these laws at any time, and may do so retroactively. Any person
concerned about the tax implications of ownership of a Policy should consult a
competent tax advisor.
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<PAGE>
Other Policy Information
EXCHANGE PRIVILEGE
During the first 24 Policy Months, you may convert the Policy to a permanent
fixed benefit Policy. The amount of your new policy will be the Specified
Amount of this Policy on the date of the exchange. We will base premiums on the
same Age at issue and equivalent rating class of the Insured as the existing
Policy. The conversion will be subject to an equitable adjustment in payments
and Account Value to reflect variances, if any, in the payments and Account
Value under the existing Policy and the new Policy. See your Policy for further
information.
OPTIONAL PAYMENT PLANS
You may elect to have the death benefit Proceeds or the Surrender Value paid in
the lump sum or under one of the following five optional payment plans:
Plan 1 -- Income For A Fixed Period. We will make equal periodic payments for a
fixed period not longer than 30 years. Payments can be annual, semi-annual,
quarterly, or monthly. If the payee dies, we will discount the amount of the
remaining guaranteed payments to the date of the payee's death at a yearly rate
of 3%. We will pay the discounted amount in one sum to the payee's estate
unless otherwise provided.
Plan 2 -- Life Income. We will make equal monthly payments for a guaranteed
minimum period. If the payee lives longer than the minimum period, payments
will continue for his or her life. The minimum period can be 10, 15, or 20
years. If the payee dies before the end of the guaranteed period, we will
discount the amount of remaining payments for the minimum period at a yearly
rate of 3%. We will pay the discounted amounts in one sum to the payee's estate
unless otherwise provided.
Plan 3 -- Income of a Definite Amount. We will make equal periodic payments of
a definite amount. Payments can be annual, semi-annual, quarterly, or monthly.
The amount we pay each year must be at least $120 for each $1,000 of Proceeds.
Payments will continue until the Proceeds are exhausted. The last payment will
equal the amount of any unpaid Proceeds. If the payee dies, we will pay the
amount of the remaining Proceeds with earned interest in one sum to the payee's
estate unless otherwise provided.
Plan 4 -- Interest Income. We will make periodic payments of interest earned
from the Proceeds left with us. Payments can be annual, semi-annual, quarterly
or monthly and will begin at the end of the first period chosen. If the payee
dies, we will pay the amount of remaining proceeds and any earned but unpaid
interest in one sum to the payee's estate unless otherwise provided.
Plan 5 -- Joint Life and Survivor Income. We will make equal monthly payments
to two payees for a guaranteed minimum of 10 years. Each payee must be at least
35 years old when payments begin. Payments will continue as long as either
payee is living. If both payees die before the end of the minimum period, we
will discount the
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<PAGE>
amount of the remaining payments for the 10 year period at a yearly rate of 3%.
We will pay the discounted amount in one sum to the survivor's estate unless
otherwise provided.
In selecting an optional payment plan: (1) the payee under a plan cannot be a
corporation, association or fiduciary; (2) the Proceeds applied under a plan
must be at least $10,000; and (3) the amount of each payment under a plan must
be at least $50.
You may select an optional payment plan in your application or by writing our
Home Office. We will transfer any amount left with us for payment under an
optional payment plan to our General Account. Payments under an optional
payment plan will not vary with the investment performance of Separate Account
III because they are forms of fixed-benefit annuities. Amounts allocated to an
optional payment plan will earn interest of at least 3.0% compounded annually.
Certain conditions and restrictions apply to payments received under an
optional payment plan. For further information, please review your Policy or
contact one of your registered representative.
DIVIDENDS
The Policy is non-participating. We will not pay dividends on the Policy.
INCONTESTABILITY
The Policy limits our right to contest the Policy as issued or as increased,
except for material misstatements contained in the application or a
supplemental application, after it has been in force for a minimum period,
generally for two years from the Policy Date or effective date of the increase.
SUICIDE EXCLUSION
If the Insured under a single life Policy commits suicide while sane or insane
within two years of the Policy Date, we will limit the death benefit Proceeds
we pay under the Policy to all premiums paid (other than those required for an
increase in Specified Amount), less outstanding Policy Debt and less amounts
paid upon partial surrender of the Policy.
If the Insured under a single life Policy commits suicide while sane or insane
more than two years after the Policy Date but within two years after the
effective date of an increase in the Specified Amount, we will limit the death
benefit Proceeds with respect to the increase. The death benefit Proceeds thus
limited will equal the additional premium payment required for the increase.
If either Insured under a joint and last survivor Policy commits suicide while
sane or insane within two years of the Policy Date, we will limit the amount of
proceeds we pay under the Policy to all premiums paid (other than those
required for an increase in Specified Amount), less outstanding Policy Debt and
less amounts paid upon partial surrender of the Policy.
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<PAGE>
If the first Insured to die commits suicide while sane or insane more than two
years after the Policy Date but within two years after the effective date of an
increase in the Specified Amount, we will limit the death benefit Proceeds with
respect to that increase. The death benefit Proceeds thus limited will equal
the additional premium payment required for the increase. The amount payable
will be treated as death benefit Proceeds and paid to the Beneficiary under the
same conditions as the initial Specified Amount.
If the Last Insured commits suicide while sane or insane more than two years
after the Policy Date but within two years after the effective date of an
increase in the Specified Amount, we will limit the death benefit Proceeds with
respect to that increase. The death benefit Proceeds thus limited will equal
the additional premium payment required for the increase. The amount payable
will be treated as death benefit Proceeds and paid to the Beneficiary under the
same conditions as the initial Specified Amount.
MISSTATEMENT OF AGE OR SEX
We will adjust the death benefit Proceeds if you misstated an Insured's Age or
sex in your application.
WRITTEN NOTICE
You should send any written notice to us at our Home Office. The notice should
include the Policy number and the Insured's full name. We will send any notice
to the address shown in the application unless an appropriate address change
form has been filed with us.
TRUSTEE
If you name a trustee as the Owner or Beneficiary of the Policy and the trustee
subsequently exercises ownership rights or claims benefits thereunder, we will
have no obligation to verify that a trust is in effect or that the trustee is
acting within the scope of his/her authority. Payment of Policy benefits to the
trustee will release us from all obligations under the Policy to the extent of
the payment. When we make a payment to the trustee, we will have no obligation
to ensure that such payment is applied according to the terms of the trust
agreement.
OTHER CHANGES
At any time, we may make such changes in the Policy as are necessary to assure
compliance at all times with the definition of life insurance prescribed by the
Code:
. to make the Policy, our operations, or the operation of Separate Account III
to conform with any law or regulation issued by any government agency to
which they are subject; or
. to reflect a change in the operation of Separate Account III, if allowed by
the Policy.
Only an authorized officer of GE Life & Annuity has the right to change the
Policy. No registered representative has the authority to change the Policy or
waive any of its terms. An officer of GE Life & Annuity must sign all
endorsements, amendments, or riders to be valid.
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<PAGE>
REPORTS
We maintain records and accounts of all transactions involving the Policy,
Separate Account III and Policy Debt. Within 30 days after each Policy
Anniversary, we will send you a report showing information about your Policy.
The report will show:
. Specified Amount;
. the Account Value in each Subaccount and the Guarantee Account;
. the Surrender Value;
. Policy Debt; and
. premiums paid and charges made during the Policy Year.
We also will send you an annual and a semi-annual report for each Fund
underlying Separate Account III to which you have allocated Account Value, as
required by the 1940 Act. In addition, when you pay premiums, or if you take
out a Policy loan, make transfers or make partial surrenders, you will receive
a written confirmation of these transactions.
CHANGE OF OWNER
You may change the Owner of the Policy by sending a written request on a form
satisfactory to us to our Home Office while the Insured is alive and the Policy
is in force. The change will take effect the date you sign the written request,
but the change will not affect any action we have taken before we receive the
written request. A change of Owner does not change the Beneficiary designation.
USING THE POLICY AS COLLATERAL
You can assign the Policy as collateral security. You must notify us in writing
if you assign the Policy. Any payments we made before the assignment will not
be affected. We are not responsible for the validity of an assignment. An
assignment may affect your rights and the rights of the Beneficiary.
REINSURANCE
We intend to reinsure a portion of the risks assumed under the Policies.
LEGAL PROCEEDINGS
GE Life & Annuity, like all other companies, is involved in lawsuits, including
class action lawsuits. In some class action and other lawsuits involving
insurance companies, substantial damages have been sought and/or material
settlement payments have been made. Although the outcome of any litigation
cannot be predicted with certainty, GE Life & Annuity believes that at the
present time there are no pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on it or Separate Account III.
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Additional Information
Sale of The Policies
Capital Brokerage Corporation (doing business in Indiana, Minnesota, New
Mexico, and Texas as GE Capital Brokerage Corporation) ("Capital Brokerage") is
the distributor and principal underwriter of the Policies. Capital Brokerage, a
Washington corporation and an affiliate of ours, is located at 6630 W. Broad
St., Richmond, Virginia 23230.
Properly licensed registered representatives of independent and affiliated
broker-dealers will sell the Policies. These broker-dealers have selling
agreements with Capital Brokerage and have been licensed by state insurance
departments to represent us. One of these affiliated broker-dealers is Terra
Securities Corporation.
Properly licensed registered representatives of Capital Brokerage will also
sell the Policies. Capital Brokerage 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. ("NASD"). We will offer the
Policies in all states where we are licensed to do business.
We pay sales commissions and other expenses associated with the promotion and
sales of the Policies to broker/dealers. Broker/dealers may receive aggregate
commissions of up to 8.5% of your initial premium payment.
We may also pay override payments, expense allowances, bonuses, wholesaler fees
and training allowances. Registered representatives earn commissions from the
broker/dealer with which they are affiliated and such arrangements may vary. In
addition, registered representatives who meet specified production levels may
qualify, under sales incentive programs adopted by us, to receive non-cash
compensation such as expenses-paid trips, expense-paid educational seminars and
merchandise.
Capital Brokerage will receive 12b-1 fees from return portfolios as
compensation for providing certain distribution and shareholder support
services.
Legal Matters
The legal matters in connection with the Policy described in this prospectus
have been passed on by Patricia L. Dysart, Associate General Counsel and
Assistant Vice President of GE Life & Annuity. Sutherland Asbill & Brennan LLP
of Washington, D.C. has provided advice on matters relating to the Federal
securities laws.
Experts
The consolidated financial statements of GE Life and Annuity Assurance Company
and subsidiary as of December 31, 1999 and 1998, and for each of the years in
the three-year period ended December 31, 1999, and the financial statements of
GE Life & Annuity Separate Account III, as of December 31, 1999 and for each of
the years or lesser periods in the two-year period ended December 31, 1999,
have been included herein in reliance upon the reports of KPMG LLP, independent
certified
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public accountants, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.
The report of KPMG LLP dated January 21, 2000 with respect to the audited
consolidated financial statements of GE Life and Annuity Assurance Company and
subsidiary, contains an explanatory paragraph that states that the Company
changed its method of accounting for insurance-related assessments in 1999.
The consolidated financial statements of GE Life and Annuity Assurance Company
as of December 31, 1999, and the financial statements of GE Life & Annuity
Separate Account III as of December 31, 2000, are audited.
Actuarial Matters
Actuarial matters included in this prospectus have been examined by Paul
Haley, an actuary of GE Life & Annuity, whose opinion we filed as an exhibit
to the registration statement.
Financial Statements
You should distinguish the consolidated financial statements of GE Life &
Annuity and subsidiary included in this prospectus from the financial
statements of Separate Account III. Please consider the financial statements
of GE Life & Annuity only as bearing on our ability to meet our obligations
under the Policies. You should not consider the financial statements of
GE Life & Annuity and subsidiary as affecting the investment performance of
the assets held in Separate Account III.
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Executive Officers and Directors
We are managed by a board of directors. The following table sets forth the
name, address and principal occupations during the past five years of each of
our executive officers and directors.
<TABLE>
<CAPTION>
Positions and Offices with Depositor for Last Five
Name years
- -------------------------------------------------------------------------------
<C> <S>
Michael D. Fraizer Chairman of the Board and Chief Executive Officer of
GE Life and Annuity Assurance Company since 1996.
Pamela S. Schutz President, GE Life & Annuity since 5/98; President of
The Harvest Life Insurance Company 9/97-12/98;
President, GE Capital Realty Group 2/78-5/97.
Selwyn L. Flournoy, Jr. Director, GE Life & Annuity since 5/89; Senior Vice
President, GE Life & Annuity, since 1980; Chief
Financial Officer 1980-1998.
Victor C. Moses Director, GE Life & Annuity, since 5/96; Director of
GNA since April, 1994; Senior Vice President, Business
Development and Chief Actuary of GNA since May, 1993.
Thomas M. Stinson Director and Senior Vice President, Senior Vice
President GE Life and Annuity Assurance Company, since
4/00. President; Personal Financial Services GE Life
and Annuity Assurance Company; General Manager Home
Depot Credit Services 1989-1999.
Leon E. Roday Senior Vice President & Director, GE Life & Annuity
since 6/99; Senior Vice President & Director, GE
Financial Assurance since 1996. LeBoeuf, Lamb, Greene
& MacRae, L.L.P. 1982-1996.
Geoffrey S. Stiff Senior Vice President, GE Life & Annuity, since 3/99;
Director, GE Life & Annuity, since 5/96; Vice
President, GE Life & Annuity 5/96-3/99; Director of
GNA since April, 1994; Senior Vice President, Chief
Financial Officer and Treasurer of GNA since May,
1993; Senior Vice President, Controller and Treasurer
of GNA Investors Trust since 1993.
Donita M. King Senior Vice President, General Counsel and Secretary,
GE Life & Annuity since 3/99, Assistant General
Counsel, Prudential Insurance Company of America,
3/89-3/99.
Richard P. McKenney Manager of Finance since 10/96, GE Financial
Assurance/GE Life and Annuity Assurance Company; Chief
Financial Officer since 10/98; GE Capital Audit Staff
Manager, 8/95-10/96; GE Corporate Audit Staff, 7/93-
8/95.
Gary T. Prizzia Treasurer, GE Life and Annuity Assurance/GE Financial
Assurance Company since 1/00. Treasurer/Risk Manager,
Budapest Bank, 10/96-01/00.
Kelly L. Groh Vice President and Controller/Sr. Finance Analyst, GE
Life and Annuity Assurance Company since 3/96; Staff
Accountant, Price Waterhouse, 9/90-3/96.
- -------------------------------------------------------------------------------
</TABLE>
The principal business address of each person listed, unless otherwise
indicated, is GE Life and Annuity Assurance Company, 6610 W. Broad Street,
Richmond, Virginia 23230.
The principal business address for Mr. Fraizer is GE Life and Annuity Assurance
Company, 6604 W. Broad Street, Richmond, Virginia 23230.
The principal business address for Mr. Moses is GNA Corporation, Two Union
Square, 601 Union Street, Seattle, WA 98101.
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Other Information
We have filed a Registration Statement filed with the SEC, under the Securities
Act of 1933 as amended, for the Policies being offered here. This Prospectus
does not contain all the information in the Registration Statement, its
amendments and exhibits. Please refer to the Registration Statement for further
information about Separate Account III, the Company, and the Policies offered.
Statements in this Prospectus about the content of Policies and other legal
instruments are summaries. For the complete text of those Policies and
instruments, please refer to those documents as filed with the SEC and
available on the SEC's website at http://www.sec.gov.
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<PAGE>
Hypothetical Illustrations
The following tables illustrate how the death benefits, Account Values and
Surrender Values of a Policy change with the investment experience of Separate
Account III and with changes in the cost of insurance charges. The tables
illustrate the Policy values that would result based upon the hypothetical
investment rates of return if premiums are paid as indicated, if all premiums
are allocated to Separate Account III, and if no Policy loans, partial
surrenders or transfer requests have been made. The tables are also based on
the assumption that the Policyowner has not requested an increase in the
Specified Amount of the Policy.
The tables illustrate both a single life and joint and last survivor Policy
issued to [To be provided by pre-effective amendment.] The second column of
each illustration shows the accumulated value of the premiums paid at the
stated interest rate. The remaining columns illustrate the death benefit,
Account Value and Surrender Value of a Policy over the designated period under
varying assumptions of investment rates of return and cost of insurance
charges. Death benefits, cash and surrender values also take into account
charges deducted from premium payments. (See Charges and Deductions.)
The guaranteed cost of insurance charges allowable under the Policy (shown in
the illustrations as "guaranteed") are based upon the 1980 Commissioners'
Standard Ordinary Mortality Table, adjusted for any substandard rating class.
These guaranteed charges are used to determine the maximum monthly deduction
for cost of insurance. GE Life & Annuity currently deducts lower cost of
insurance charges (shown in the illustrations as "current") and anticipates
deducting these charges for the foreseeable future.
The current cost of insurance charge is equal to .0542% of the Policy's Account
Value in each Subaccount and the Guarantee Account on the Monthly Anniversary
Day. This is equivalent to an annual rate of .65% of the Policy's Account Value
in Separate Account III and the Guarantee Account.
The illustration columns using the guaranteed cost of insurance charges will
show the minimum values that would be available under the Policy's terms based
on the assumed investment rates of return of 0%, 6% or 12%. The death benefits,
Account Values and Surrender Values would be different from those shown if the
gross annual investment rates of return averaged 0%, 6% or 12%, over a period
of years, but fluctuated above and below those averages for individual Policy
years.
The illustration columns using the cost of insurance charges currently deducted
by GE Life & Annuity assume those current cost of insurance charges are
continued for the entire period indicated. Although GE Life & Annuity currently
makes deductions for cost of insurance based upon the current charges, and
anticipates continuing such practice for the foreseeable future, THERE IS NO
GUARANTEE THAT SUCH CHARGES
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WILL BE CONTINUED. At the discretion of GE Life & Annuity, the charges could be
increased or decreased, based upon its estimate of expected mortality. Thus,
the values in the illustrations using current cost of insurance charges
indicate values that would be available, assuming the stated investment rates
of return, if the current cost of insurance charges are continued. THOSE
COLUMNS DO NOT ILLUSTRATE VALUES THAT WOULD BE GUARANTEED IF THE HYPOTHETICAL
INVESTMENT RATES OF RETURN WERE EARNED.
The amounts shown for the death benefit, Account Values and Surrender Values
reflect the fact that the net investment return of the Subaccount is lower than
the gross, after-tax return on the assets held in the particular Fund as a
result of expenses paid by it and charges levied against the Subaccount. The
illustrations take into account a charge of 0. %, which represents the average
investment advisory fee of the Funds, and a charge of 0. %, which represents
the average annual other expenses of the Funds. Assumed charges for fees and
other expenses, as an annual percentage of the average daily net assets of the
Funds, are based on the actual fees and expenses incurred by the funds in xx,
or on estimates as described below. Actual fees and expenses charged to a
policy will depend on the Subaccounts chosen by the Policyowner. The
illustrations also take into account the monthly charges by GE Life & Annuity
to a Subaccount for assuming mortality and expense risks and administrative
expenses, which is equivalent to a charge at an annual rate of 1.10% of the net
assets of the Subaccount. After deduction of these amounts, the illustrated
gross annual investment rates of return of 0%, 6% and 12% correspond to
approximate net annual rates of -2.10%, 3.90% and 9.90%, respectively.
The annual expenses used for all the funds in these illustrations are net of
certain reimbursements and fee waivers by the Funds' investment advisors. GE
Life & Annuity cannot guarantee that the reimbursements and fee waivers will
continue.
All of the information used to determine average fees and expenses for the
illustrations was provided by the Funds. In some cases, estimates were
substituted by the Funds for the actual fees and expenses. GE Life & Annuity
does not represent that such estimates are true and complete, and has not
independently verified these figures.
The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes against Separate Account III, since GE Life & Annuity is
not currently making such charges. However, such charges may be made in the
future and, in that event, the gross annual investment rate of return would
have to exceed 0%, 6% or 12% by an amount sufficient to cover the tax charges
in order to produce the death benefits and Account Values illustrated. (See
Federal Tax Matters.)
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The tables also do not reflect any reduction in sales charges available to
certain groups (See Reduction in Charges for Group Sales); if the reduced
charges were illustrated they would show increased Account Values.
Upon request, GE Life & Annuity will provide a comparable illustration based
upon the age, gender, and risk class of the proposed Insured under a single
life Policy or the proposed Insureds under a joint and last survivor Policy and
the proposed premium payments.
[Illustrations to be provided by pre-effective amendment.]
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GE LIFE & ANNUITY SEPARATE ACCOUNT III
FINANCIAL STATEMENTS
December 31, 1999
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
Policyholders
GE Life & Annuity Separate Account III
and
The Board of Directors
GE Life and Annuity Assurance Company:
We have audited the accompanying statements of assets and liabilities of GE
Life & Annuity Separate Account III (the Account) (comprising the GE
Investments Funds, Inc.--S&P 500 Index, Money Market, Total Return,
International Equity, Real Estate Securities, Global Income, Value Equity,
Income, U.S. Equity, and Premier Growth Equity Funds; the Oppenheimer Variable
Account Funds--Bond/VA, Aggressive Growth/VA, Capital Appreciation/VA, High
Income/VA and Multiple Strategies/VA Funds; the Variable Insurance Products
Fund--Equity-Income, Growth and Overseas Portfolios; the Variable Insurance
Products Fund II--Asset Manager and Contrafund Portfolios; the Variable
Insurance Products Fund III--Growth & Income and Growth Opportunities
Portfolios; the Federated Insurance Series--American Leaders, High Income Bond
and Utility Funds II; the Alger American Fund--Small Capitalization and Growth
Portfolios; the PBHG Insurance Series Fund, Inc.--PBHG Large Cap Growth and
PBHG Growth II Portfolios; the Janus Aspen Series--Aggressive Growth, Growth,
Worldwide Growth, Balanced, Flexible Income, International Growth and Capital
Appreciation Portfolios; the Goldman Sachs Variable Insurance Trust--Growth
and Income, and Mid Cap Value Funds; and the Salomon Brothers Variable Series
Fund Inc.--Strategic Bond and Total Return Funds) as of December 31, 1999 and
the related statements of operations and changes in net assets for the
aforementioned funds and the GE Investments Funds, Inc.--Government Securities
Fund; the Oppenheimer Variable Account Funds--Money Fund; the Variable
Insurance Products Fund--Money Market and High Income Portfolios; and the
Neuberger & Berman Advisers Management Trust--Balanced, Bond and Growth
Portfolios, for each of the years or lesser periods in the three-year period
then ended. These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1999,
by correspondence with the underlying mutual funds or their transfer agent. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of each of the respective
portfolios constituting GE Life & Annuity Separate Account III as of December
31, 1999 and the results of their operations and changes in their net assets
for each of the years or lesser periods in the three-year period then ended in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
Richmond, Virginia
February 11, 2000
F-1
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities
December 31, 1999
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
---------------------------------------------------------
S&P 500 Money Total Real Estate
Index Market Return International Securities
Fund Fund Fund Equity Fund Fund
---------- ---------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investment in GE Invest-
ments Funds, Inc.,
at fair value (note 2):
S&P 500 Index Fund
(297,321 shares;
cost --
$7,178,322)........ $8,354,713 -- -- -- --
Money Market Fund
(15,979,159 shares;
cost --
$15,979,159)........ -- 15,979,159 -- -- --
Total Return Fund
(111,198 shares;
cost -- $1,589,705).. -- -- 1,763,598 -- --
International Equity
Fund (30,022 shares;
cost -- $387,380).... -- -- -- 434,424 --
Real Estate Securities
Fund (56,974 shares;
cost -- $826,644).... -- -- -- -- 619,311
Receivable from affili-
ate.................... -- -- 5 -- --
Receivable for units
sold................... 28,428 67,844 -- -- --
---------- ---------- --------- ------- -------
Total assets........... 8,383,141 16,047,003 1,763,603 434,424 619,311
---------- ---------- --------- ------- -------
Liabilities
Accrued expenses payable
to affiliate (note 3).. 9,094 616,281 884 24,598 4,824
Payable for units with-
drawn.................. -- -- -- -- --
---------- ---------- --------- ------- -------
Total liabilities...... 9,094 616,281 884 24,598 4,824
---------- ---------- --------- ------- -------
Net assets attributable
to variable life
policyholders.......... $8,374,047 15,430,722 1,762,719 409,826 614,487
========== ========== ========= ======= =======
Outstanding units....... 162,477 951,339 52,618 22,022 41,745
========== ========== ========= ======= =======
Net asset value per
unit................... $ 51.54 16.22 33.50 18.61 14.72
========== ========== ========= ======= =======
</TABLE>
F-2
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities
December 31, 1999
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
-----------------------------------------------
Global Value U.S. Premier
Income Equity Income Equity Growth Equity
Fund Fund Fund Fund Fund
------- ------- --------- ------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in GE Investments
Funds, Inc., at fair value
(note 2):
Global Income Fund (2,814
shares; cost -- $27,571).... 26,986 -- -- -- --
Value Equity Fund (47,931
shares;
cost -- $728,049)........... -- 756,828 -- -- --
Income Fund (115,186 shares;
cost of $1,402,038)......... -- -- 1,325,786 -- --
U.S. Equity Fund (3,436
shares; cost $126,687)...... -- -- -- 130,206 --
Premier Growth Equity Fund
(5,212 shares;
cost $407,296).............. -- -- -- -- 462,041
Receivable from affiliate...... 869 -- -- -- --
Receivable for units sold...... -- -- -- -- --
------- ------- --------- ------- -------
Total assets.................. 27,855 756,828 1,325,786 130,206 462,041
------- ------- --------- ------- -------
Liabilities
Accrued expenses payable to af-
filiate (note 3).............. 12 1,482 1,436 1,351 241
Payable for units withdrawn.... -- -- -- -- --
------- ------- --------- ------- -------
Total liabilities............. 12 1,482 1,436 1,351 241
------- ------- --------- ------- -------
Net assets attributable to
variable life policyholders... $27,843 755,346 1,324,350 128,855 461,800
======= ======= ========= ======= =======
Outstanding units.............. 2,659 47,150 127,587 10,235 39,302
======= ======= ========= ======= =======
Net asset value per unit....... $ 10.47 16.02 10.38 12.59 11.75
======= ======= ========= ======= =======
</TABLE>
F-3
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, continued
December 31, 1999
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
-------------------------------------------------------
Aggressive Capital High Multiple
Bond Growth Appreciation Income Strategies
Fund/VA Fund/VA Fund/VA Fund/VA Fund/VA
---------- ---------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Assets
Investment in Oppen-
heimer Variable Ac-
count Funds,
at fair value (note
2):
Bond Fund/VA (139,174
shares;
cost --
$1,672,807)........ $1,609,507 -- -- -- --
Aggressive Growth
Fund/VA (111,088
shares;
cost --
$5,315,725)........ -- 9,143,625 -- -- --
Capital Appreciation
Fund/VA (98,939
shares;
cost --
$3,826,298)........ -- -- 4,931,122 -- --
High Income Fund/VA
(426,138 shares;
cost --
$4,620,113)........ -- -- -- 4,568,195 --
Multiple Strategies
Fund/VA (178,663
shares;
cost --
$2,919,310)........ -- -- -- -- 3,119,454
Receivable from
affiliate............. -- -- -- 167 --
Receivable for units
sold.................. -- -- -- -- --
---------- --------- --------- --------- ---------
Total assets.......... 1,609,507 9,143,625 4,931,122 4,568,362 3,119,454
---------- --------- --------- --------- ---------
Liabilities
Accrued expenses
payable to affiliate
(note 3).............. 1,079 5,024 12,906 2,299 1,999
Payable for units
withdrawn............. -- -- -- 46,876 --
---------- --------- --------- --------- ---------
Total liabilities..... 1,079 5,024 12,906 49,175 1,999
---------- --------- --------- --------- ---------
Net assets attributable
to variable life
policyholders......... $1,608,428 9,138,601 4,918,216 4,519,187 3,117,455
========== ========= ========= ========= =========
Outstanding units...... 71,486 136,764 94,309 137,529 102,886
========== ========= ========= ========= =========
Net asset value per
unit.................. $ 22.50 66.82 52.15 32.86 30.30
========== ========= ========= ========= =========
</TABLE>
F-4
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, continued
December 31, 1999
<TABLE>
<CAPTION>
Variable Insurance Variable Insurance Variable Insurance
Products Fund Products Fund II Products Fund III
-------------------------------- -------------------- -----------------------
Equity- Asset Growth Growth
Income Growth Overseas Manager Contrafund & Income Opportunities
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
----------- ---------- --------- --------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in Variable
Insurance
Products Fund,
at fair value
(note 2):
Equity-Income Portfolio
(590,300 shares;
cost -- $13,280,532)... $15,716,608 -- -- -- -- -- --
Growth Portfolio
(287,466 shares;
cost -- $12,414,051)... -- 15,790,513 -- -- -- -- --
Overseas Portfolio
(173,848 shares;
cost -- $3,651,770).... -- -- 4,770,384 -- -- -- --
Investment in Variable
Insurance
Products
Fund II, at
fair value
(note 2):
Asset Manager Portfolio
(517,412 shares;
cost -- $7,973,391).... -- -- -- 9,660,076 -- -- --
Contrafund Portfolio
(403,279 shares;
cost -- $8,857,815).... -- -- -- -- 11,755,590 -- --
Investment in Variable
Insurance
Products Fund
III,
at fair value
(note 2):
Growth & Income
Portfolio (87,651
shares;
cost -- $1,461,635)..... -- -- -- -- -- 1,516,368 --
Growth Opportunities
Portfolio (39,247
shares;
cost -- $812,281)...... -- -- -- -- -- -- 908,574
Receivable from affiliate... 230 -- -- -- 23,428 -- --
----------- ---------- --------- --------- ---------- --------- -------
Total assets............. 15,716,838 15,790,513 4,770,384 9,660,076 11,779,018 1,516,368 908,574
----------- ---------- --------- --------- ---------- --------- -------
Liabilities
Accrued expenses payable to
affiliate (note 3)......... 7,618 16,329 43,411 27,664 11,737 1,752 1,488
Payable for units
withdrawn.................. -- -- -- 105,090 -- -- --
----------- ---------- --------- --------- ---------- --------- -------
Total liabilities........ 7,618 16,329 43,411 132,754 11,737 1,752 1,488
----------- ---------- --------- --------- ---------- --------- -------
Net assets attributable to
variable
life policyholders......... $15,169,220 15,774,184 4,726,973 9,527,322 11,767,281 1,514,616 907,086
=========== ========== ========= ========= ========== ========= =======
Outstanding units........... 400,455 251,944 161,000 315,788 366,925 88,834 58,334
=========== ========== ========= ========= ========== ========= =======
Net asset value per unit.... $ 37.88 62.61 29.36 30.17 32.07 17.05 15.55
=========== ========== ========= ========= ========== ========= =======
</TABLE>
F-5
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, Continued
December 31, 1999
<TABLE>
<CAPTION>
PBHG Insurance
Federated Insurance Series Alger American Fund Series Fund, Inc.
----------------------------- ------------------------ -------------------
PBHG
American High Income Small Large Cap PBHG
Leaders Bond Utility Capitalization Growth Growth Growth II
Fund II Fund II Fund II Portfolio Portfolio Portfolio Portfolio
--------- ----------- ------- -------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in Federated
Insurance Series, at
fair value (note 2):
American Leaders Fund
II (44,516 shares;
cost -- $877,245)... $ 926,827 -- -- -- -- -- --
High Income Bond Fund
II (99,337 shares;
cost -- $1,022,125)
.................... -- 1,017,207 -- -- -- -- --
Utility Fund II
(28,888 shares; cost
-- $380,495)........ -- -- 414,542 -- -- -- --
Investment in Alger
American Fund, at fair
value (note 2):
Small Capitalization
Portfolio (51,163
shares;
cost --
$2,160,133)........ -- -- -- 2,821,633 -- -- --
Growth Portfolio
(85,848 shares;
cost --
$4,491,826)........ -- -- -- -- 5,526,879 -- --
Investment in PBHG
Insurance Series Fund,
Inc. at fair value
(note 2):
PBHG Large Cap Growth
Portfolio (12,373
shares;
cost -- $204,438)... -- -- -- -- -- 315,623 --
PBHG Growth II
Portfolio (14,378
shares;
cost -- $249,693)... -- -- -- -- -- -- 331,421
Receivable for units
sold.................. -- -- -- -- -- -- --
--------- --------- ------- --------- --------- ------- -------
Total assets.......... 926,827 1,017,207 414,542 2,821,633 5,526,879 315,623 331,421
--------- --------- ------- --------- --------- ------- -------
Liabilities
Accrued expenses
payable to affiliate
(note 3).............. 1,343 1,051 1,154 2,507 2,967 27,661 2,338
Payable for units
withdrawn............. -- -- -- -- -- -- --
--------- --------- ------- --------- --------- ------- -------
Total liabilities..... 1,343 1,051 1,154 2,507 2,967 27,661 2,338
--------- --------- ------- --------- --------- ------- -------
Net assets attributable
to variable life
policyholders......... $ 925,484 1,016,156 413,388 2,819,126 5,523,912 287,962 329,083
========= ========= ======= ========= ========= ======= =======
Outstanding units...... 52,435 65,984 21,792 164,765 214,105 11,687 14,784
========= ========= ======= ========= ========= ======= =======
Net asset value per
unit.................. $ 17.65 15.40 18.97 17.11 25.80 24.64 22.26
========= ========= ======= ========= ========= ======= =======
</TABLE>
F-6
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, Continued
December 31, 1999
<TABLE>
<CAPTION>
Janus Aspen Series
-------------------------------------------------------------------------------
Aggressive Worldwide Flexible International Capital
Growth Growth Growth Balanced Income Growth Appreciation
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
----------- --------- ---------- --------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in Janus
Aspen Series, at fair
value (note 2):
Aggressive Growth
Portfolio (177,044
shares; cost --
$7,093,584).......... $10,567,769 -- -- -- -- -- --
Growth Portfolio
(294,219 shares;
cost -- $6,637,318).. -- 9,900,467 -- -- -- -- --
Worldwide Growth
Portfolio (385,152
shares; cost --
$10,897,432)......... -- -- 18,390,996 -- -- -- --
Balanced Portfolio
(244,779 shares;
cost -- $4,739,962).. -- -- -- 6,834,240 -- -- --
Flexible Income
Portfolio (31,715
shares; cost --
$373,704)........... -- -- -- -- 362,191 -- --
International Growth
Portfolio (98,788
shares; cost --
$2,310,335).......... -- -- -- -- -- 3,820,134 --
Capital Appreciation
Portfolio (110,129
shares; cost --
$2,759,243).......... -- -- -- -- -- -- 3,652,983
Receivable from
affiliate.............. -- 370 2,629 -- -- -- --
Receivable for units
sold................... -- -- -- 106,766 -- -- --
----------- --------- ---------- --------- ------- --------- ---------
Total assets........... 10,567,769 9,900,837 18,393,625 6,941,006 362,191 3,820,134 3,652,983
----------- --------- ---------- --------- ------- --------- ---------
Liabilities
Accrued expenses payable
to affiliate (note 3).. 17,644 4,920 9,277 3,435 773 3,004 5,459
Payable for units
withdrawn.............. -- -- -- -- -- -- --
----------- --------- ---------- --------- ------- --------- ---------
Total liabilities...... 17,644 4,920 9,277 3,435 773 3,004 5,459
----------- --------- ---------- --------- ------- --------- ---------
Net assets attributable
to variable life
policyholders.......... $10,550,125 9,895,917 18,384,348 6,937,571 361,418 3,817,130 3,647,524
=========== ========= ========== ========= ======= ========= =========
Outstanding units....... 211,129 293,473 476,525 284,911 26,831 134,264 113,207
=========== ========= ========== ========= ======= ========= =========
Net asset value per
unit................... $ 49.97 33.72 38.58 24.35 13.47 28.43 32.22
=========== ========= ========== ========= ======= ========= =========
</TABLE>
F-7
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, Continued
December 31, 1999
<TABLE>
<CAPTION>
Goldman Sachs
Variable Salomon Brothers
Insurance Variable
Trust Series Fund Inc.
---------------- ----------------
Growth
and Mid Cap Strategic Total
Income Value Bond Return
Fund Fund Fund Fund
-------- ------- --------- ------
<S> <C> <C> <C> <C>
Assets
Investment in Goldman Sachs Variable
Insurance Trust, at fair value (note 2):
Growth and Income Fund (6,300 shares;
cost -- $71,397)......................... $ 68,606 -- -- --
Mid Cap Value Fund (28,992 shares; cost --
$271,024)............................... -- 244,112 -- --
Investment in Salomon Brothers Variable
Series Fund Inc., at fair value (note 2):
Strategic Bond Fund (10,611 shares;
cost -- $106,829)........................ -- -- 102,505 --
Total Return Fund (628 shares; cost --
$6,852)................................. -- 6,428
Receivable from affiliate................... -- -- -- --
Receivable for units sold................... -- -- -- --
-------- ------- ------- -----
Total assets............................... 68,606 244,112 102,505 6,428
-------- ------- ------- -----
Liabilities
Accrued expenses payable to affiliate (note
3)......................................... 37 210 57 3
Payable for units withdrawn................. -- -- -- --
-------- ------- ------- -----
Total liabilities.......................... 37 210 57 3
-------- ------- ------- -----
Net assets attributable to variable life
policyholders.............................. $ 68,569 243,902 102,448 6,425
======== ======= ======= =====
Outstanding units........................... 7,445 29,140 10,103 606
======== ======= ======= =====
Net asset value per unit.................... $ 9.21 8.37 10.14 10.61
======== ======= ======= =====
</TABLE>
See accompanying notes to financial statements.
F-8
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
-------------------------------------------
S&P 500 Government
Index Securities
Fund Fund
------------------------------ ------------
Year ended December 31, Period ended
------------------------------ December 11,
1999 1998 1997 1997
---------- --------- ------- ------------
<S> <C> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends..... $ 57,860 50,925 38,392 --
Expenses -- Mortality and expense
risk charges and administrative
expenses (note 3)............... 97,457 62,371 30,270 9,821
---------- --------- ------- -------
Net investment income (expense).... (39,597) (11,446) 8,122 (9,821)
---------- --------- ------- -------
Net realized and unrealized gain
(loss) on investments:
Net realized gain (loss)......... 547,538 398,018 125,533 2,596
Unrealized appreciation
(depreciation).................. 714,039 497,472 337,547 46,607
Capital gain distributions....... 79,903 180,554 45,068 --
---------- --------- ------- -------
Net realized and unrealized gain
(loss) on investments............. 1,341,480 1,076,044 508,148 49,203
---------- --------- ------- -------
Increase (decrease) in net assets
from operations................... $1,301,883 1,064,598 516,270 39,382
========== ========= ======= =======
</TABLE>
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
---------------------------------------------------
Money Market Total Return
Fund Fund
-------------------------- -----------------------
Year ended December 31, Year ended December 31,
-------------------------- -----------------------
1999 1998 1997 1999 1998 1997
-------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............... $666,017 667,640 524,091 36,096 91,033 43,451
Expenses -- Mortality and
expense risk charges and
administrative expenses
(note 3)................ 173,939 165,220 134,484 24,550 22,215 20,274
-------- ------- -------- ------- ------- -------
Net investment income
(expense)................. 492,078 502,420 389,607 11,546 68,818 23,177
-------- ------- -------- ------- ------- -------
Net realized and unrealized
gain (loss) on
investments:
Net realized gain
(loss).................. -- (2,104) (256,503) 34,289 4,509 1,710
Unrealized appreciation
(depreciation).......... -- 2,104 287,655 110,595 183,805 26,729
Capital gain
distributions........... -- -- -- 42,374 -- 185,237
-------- ------- -------- ------- ------- -------
Net realized and unrealized
gain (loss) on
investments............... -- -- 31,152 187,258 188,314 213,676
-------- ------- -------- ------- ------- -------
Increase (decrease) in net
assets from operations.... $492,078 502,420 420,759 198,804 257,132 236,853
======== ======= ======== ======= ======= =======
</TABLE>
F-9
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
------------------------------------------------------
International Real Estate
Equity Fund Securities Fund
-------------------------- --------------------------
Year ended December 31, Year ended December 31,
-------------------------- --------------------------
1999 1998 1997 1999 1998 1997
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 1,099 16,301 6,900 34,118 28,292 38,975
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 4,573 4,237 11,206 9,016 11,845 10,398
-------- ------- -------- ------- -------- -------
Net investment income
(expense).............. (3,474) 12,064 (4,306) 25,102 16,447 28,577
-------- ------- -------- ------- -------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 166 1,173 146,386 (51,641) (76,333) 142,744
Unrealized
appreciation
(depreciation)....... 72,780 5,854 (6,150) 15,871 (155,043) (97,672)
Capital gain
distributions........ 26,382 -- 79,345 1,796 26,116 72,382
-------- ------- -------- ------- -------- -------
Net realized and
unrealized gain (loss)
on investments......... 99,328 7,027 219,581 (33,974) (205,260) 117,454
-------- ------- -------- ------- -------- -------
Increase (decrease) in
net assets from
operations............. $95,854 19,091 215,275 (8,872) (188,813) 146,031
======== ======= ======== ======= ======== =======
</TABLE>
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
(continued)
---------------------------------
Global
Income Fund
---------------------------------
Period from
Year ended September 15,
December 31, 1997 to
------------------- December 31,
1999 1998 1997
--------- -------- -------------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends............... $ 376 1,547 629
Expenses -- Mortality and expense risk
charges and administrative expenses (note
3)........................................ 10,893 292 19
--------- ------- -----
Net investment income (expense).............. (10,517) 1,255 610
--------- ------- -----
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)................... (174,205) 11
Unrealized appreciation (depreciation)..... (1,207) 1,291 (669)
Capital gain distributions................. 28 64 55
--------- ------- -----
Net realized and unrealized gain (loss) on
investments................................. (175,384) 1,366 (614)
--------- ------- -----
Increase (decrease) in net assets from
operations.................................. $(185,901) 2,621 (4)
========= ======= =====
</TABLE>
F-10
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
----------------------------------------------------------
Value Equity Fund Income Fund
----------------------------- ----------------------------
Period from Period from
Year ended June 17, Year ended December 12,
December 31, 1997 to December 31, 1997 to
--------------- December 31, --------------- December 31,
1999 1998 1997 1999 1998 1997
------- ------ ------------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 6,020 2,603 368 69,103 69,756 3,329
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 9,700 7,471 710 18,770 18,068 733
------- ------ ----- ------- ------ ------
Net investment income
(expense).............. (3,680) (4,868) (342) 50,333 51,688 2,596
------- ------ ----- ------- ------ ------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 68,899 1,355 208 (784) 9,720 (2,508)
Unrealized
appreciation
(depreciation)....... 24,230 2,571 1,977 (90,951) 13,245 1,454
Capital gain
distributions........ -- 12,708 2,263 2,137 12,310 --
------- ------ ----- ------- ------ ------
Net realized and
unrealized gain (loss)
on investments......... 93,129 16,634 4,448 (89,598) 35,275 (1,054)
------- ------ ----- ------- ------ ------
Increase (decrease) in
net assets from
operations............. $89,449 11,766 4,106 (39,265) 86,963 1,542
======= ====== ===== ======= ====== ======
</TABLE>
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
---------------------------------------
Premier
Growth Equity
U.S. Equity Fund Fund
------------------------- -------------
Period from Period from
May 5, 1998 June 11, 1999
Year ended to to
December 31, December 31, December 31,
1999 1998 1999
------------ ------------ -------------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends......... $ 687 90 425
Expenses -- Mortality and expense
risk charges and administrative
expenses (note 3)................... 702 39 1,970
------ ---- ------
Net investment income (expense)........ (15) 51 (1,545)
------ ---- ------
Net realized and unrealized gain (loss)
on investments:
Net realized gain (loss)............. 520 89 139
Unrealized appreciation
(depreciation)...................... 3,276 243 54,745
Capital gain distributions........... 6,179 199 13,746
------ ---- ------
Net realized and unrealized gain (loss)
on investments........................ 9,975 531 68,630
------ ---- ------
Increase (decrease) in net assets from
operations............................ $9,960 582 67,085
====== ==== ======
</TABLE>
F-11
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
-----------------------------------------------------------------
Money
Fund Bond Fund/VA Aggressive Growth Fund/VA
-------- -------------------------- -----------------------------
Period
ended
December
11, Year Ended December 31, Year ended December 31,
-------- -------------------------- -----------------------------
1997 1999 1998 1997 1999 1998 1997
-------- -------- ------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 7,779 96,549 30,639 123,712 -- 16,972 13,590
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 1,958 30,625 44,412 21,914 89,368 92,177 80,784
------- -------- ------- ------- --------- --------- -------
Net investment income
(expense)............ 5,821 65,924 13,773 101,798 (89,368) (75,205) (67,194)
------- -------- ------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss) .............. -- (61,516) 140,916 11,410 1,178,701 1,139,675 362,326
Unrealized
appreciation
(depreciation)....... -- (84,560) (22,639) 14,947 3,216,453 (392,601) 69,894
Capital gain distribu-
tions................ -- 9,549 28,282 4,923 -- 171,601 258,219
------- -------- ------- ------- --------- --------- -------
Net realized and
unrealized gain
(loss) on
investments.......... -- (136,527) 146,559 31,280 4,395,154 918,675 690,439
------- -------- ------- ------- --------- --------- -------
Increase (decrease) in
net assets from
operations........... $ 5,821 (70,603) 132,786 133,078 4,305,786 843,470 623,245
======= ======== ======= ======= ========= ========= =======
</TABLE>
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
------------------------------------------------------------------------------------
Capital Appreciation Multiple Strategies
Fund/VA High Income Fund/VA Fund/VA
----------------------------- --------------------------- -------------------------
Year Ended December 31, Year ended December 31, Year ended December 31,
----------------------------- --------------------------- -------------------------
1999 1998 1997 1999 1998 1997 1999 1998 1997
---------- -------- ------- -------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends.... $ 15,085 30,546 137,266 348,986 120,682 392,523 109,789 29,411 108,613
Expenses -- Mortality and
expense risk charges and
administrative expenses
(note 3)....................... 62,566 56,132 39,859 71,383 83,415 56,210 42,535 42,195 36,789
---------- -------- ------- -------- -------- ------- ------- -------- -------
Net investment income ex-
pense)......................... (47,481) (25,586) 97,407 277,603 37,267 336,313 67,254 (12,784) 71,824
---------- -------- ------- -------- -------- ------- ------- -------- -------
Net realized and unrealized gain
(loss) on investments:
Net realized gain (loss) ....... 900,975 779,763 211,799 (31,032) (157,587) 180,406 20,609 353,554 34,009
Unrealized appreciation
(depreciation)................. 646,214 (197,508) 311,259 (77,143) 402 (53,341) 68,454 (372,624) 206,122
Capital gain distributions...... 173,473 351,282 -- -- 147,500 2,806 157,988 166,660 95,618
---------- -------- ------- -------- -------- ------- ------- -------- -------
Net realized and unrealized gain
(loss) on investments.......... 1,720,662 933,537 523,058 (108,175) (9,685) 129,871 247,051 147,590 335,749
---------- -------- ------- -------- -------- ------- ------- -------- -------
Increase (decrease) in net as-
sets from operations........... $1,673,181 907,951 620,465 169,428 27,582 466,184 314,305 134,806 407,573
========== ======== ======= ======== ======== ======= ======= ======== =======
</TABLE>
F-12
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund
--------------------------------------------------------
Money Market High Income Equity-Income
Portfolio Portfolio Portfolio
------------ ------------ ------------------------------
Period ended Period ended Year ended December 31,
December 11, December 11, ------------------------------
1997 1997 1999 1998 1997
------------ ------------ -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 91,625 94,018 241,170 221,548 218,168
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 10,228 15,435 220,388 217,902 186,346
-------- ------- -------- --------- ---------
Net investment income
(expense).............. 81,397 78,583 20,782 3,646 31,822
-------- ------- -------- --------- ---------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... -- 185,532 949,231 1,283,354 1,197,816
Unrealized
appreciation
(depreciation)....... -- (92,552) (762,258) (494,927) 1,016,128
Capital gain
distributions........ -- 11,620 536,798 785,489 1,065,171
-------- ------- -------- --------- ---------
Net realized and
unrealized gain (loss)
on investments......... -- 104,600 723,771 1,573,916 3,279,115
-------- ------- -------- --------- ---------
Increase (decrease) in
net assets from
operations............. $ 81,397 183,183 744,553 1,577,562 3,310,937
======== ======= ======== ========= =========
</TABLE>
<TABLE>
<CAPTION>
Variable Insurance Products Fund (continued)
--------------------------------------------------------------
Growth Overseas
Portfolio Portfolio
-------------------------------- ----------------------------
Year ended December 31, Year ended December 31,
-------------------------------- ----------------------------
1999 1998 1997 1999 1998 1997
---------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 30,736 56,532 56,737 59,843 87,981 101,260
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 187,151 156,899 121,040 58,174 62,196 73,250
---------- --------- --------- --------- -------- --------
Net investment income
(expense).............. (156,415) (100,367) (64,303) 1,669 25,785 28,010
---------- --------- --------- --------- -------- --------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 1,288,523 1,619,202 1,766,746 694,024 (178,639) 801,884
Unrealized
appreciation
(depreciation)....... 1,712,349 667,154 (282,336) 859,657 349,052 (489,713)
Capital gain
distributions........ 1,506,084 1,356,757 258,471 97,639 263,943 405,040
---------- --------- --------- --------- -------- --------
Net realized and
unrealized gain (loss)
on investments......... 4,506,956 3,643,113 1,742,881 1,651,320 434,356 717,211
---------- --------- --------- --------- -------- --------
Increase (decrease) in
net assets from
operations............. $4,350,541 3,542,746 1,678,578 1,652,989 460,141 745,221
========== ========= ========= ========= ======== ========
</TABLE>
F-13
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund II
--------------------------------------------------------------
Asset Manager Portfolio Contrafund Portfolio
------------------------------ -------------------------------
Year ended December 31, Year ended December 31,
------------------------------ -------------------------------
1999 1998 1997 1999 1998 1997
-------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $338,815 304,810 291,804 49,344 54,962 40,502
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 133,280 131,037 120,291 137,209 110,295 81,691
-------- --------- --------- --------- --------- ---------
Net investment income
(expense).............. 205,535 173,773 171,513 (87,865) (55,333) (41,189)
-------- --------- --------- --------- --------- ---------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 259,916 252,067 187,349 971,552 1,254,204 268,831
Unrealized
appreciation
(depreciation)....... (9,876) (67,659) 534,401 885,621 648,485 823,917
Capital gain
distributions........ 431,219 914,428 714,417 361,853 403,057 109,504
-------- --------- --------- --------- --------- ---------
Net realized and
unrealized gain (loss)
on investments......... 681,259 1,098,836 1,436,167 2,219,026 2,305,746 1,202,252
-------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. $886,794 1,272,609 1,607,680 2,131,161 2,250,413 1,161,063
======== ========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Variable Insurance Product Fund III
--------------------------------------------------------------
Growth Opportunities
Growth & Income Portfolio Portfolio
------------------------------- ------------------------------
Period from Period from
Year ended May 16, Year ended May 16,
December 31, 1997 to December 31, 1997 to
----------------- December 31, ---------------- December 31,
1999 1998 1997 1999 1998 1997
-------- ------- ------------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 6,549 -- -- 6,596 4,014 --
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 22,680 10,395 1,712 9,994 5,891 1,910
-------- ------- ------ ------- ------- ------
Net investment income
(expense).............. (16,131) (10,395) (1,712) (3,398) (1,877) (1,910)
-------- ------- ------ ------- ------- ------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 160,560 100,071 6,219 32,368 15,522 876
Unrealized
appreciation
(depreciation)....... (48,360) 91,779 11,314 (18,063) 75,120 39,235
Capital gain
distributions........ 13,296 1,681 -- 12,249 14,232 --
-------- ------- ------ ------- ------- ------
Net realized and
unrealized gain (loss)
on investments......... 125,496 193,531 17,533 26,554 104,874 40,111
-------- ------- ------ ------- ------- ------
Increase (decrease) in
net assets from
operations............. $109,365 183,136 15,821 23,156 102,997 38,201
======== ======= ====== ======= ======= ======
</TABLE>
F-14
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Federated Insurance Series
--------------------------------------------------
American Leaders High Income Bond Fund
Fund II II
------------------------ ------------------------
Year ended Year ended
December 31, December 31,
------------------------ ------------------------
1999 1998 1997 1999 1998 1997
-------- ------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends................ $ 9,786 2,959 909 84,197 48,396 42,534
Expenses -- Mortality and
expense risk charges and
administrative expenses
(note 3)................. 14,056 11,035 3,437 17,569 17,967 10,943
-------- ------ ------ ------- ------- ------
Net investment income
(expense).................. (4,270) (8,076) (2,528) 66,628 30,429 31,591
-------- ------ ------ ------- ------- ------
Net realized and unrealized
gain on investments:
Net realized gain (loss).. 19,046 (4,077) 11,788 (82,162) 85,989 5,827
Unrealized appreciation
(depreciation)........... (65,306) 58,884 53,148 543 (90,012) 55,167
Capital gain
distributions............ 98,945 39,312 571 7,321 13,650 2,683
-------- ------ ------ ------- ------- ------
Net realized and unrealized
gain (loss) on
investments................ 52,685 94,119 65,507 (74,298) 9,627 63,677
-------- ------ ------ ------- ------- ------
Increase (decrease) in net
assets from operations..... $ 48,415 86,043 62,979 (7,670) 40,056 95,268
======== ====== ====== ======= ======= ======
</TABLE>
<TABLE>
<CAPTION>
Federated Insurance
Series (continued)
------------------------
Utility Fund II
------------------------
Year ended
December 31,
------------------------
1999 1998 1997
-------- ------ ------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends........................ $ 13,222 4,053 6,464
Expenses -- Mortality and expense risk charges and
administrative expenses (note 3)................... 6,330 6,146 3,837
-------- ------ ------
Net investment income (expense)....................... 6,892 (2,093) 2,627
-------- ------ ------
Net realized and unrealized gain on investments:
Net realized gain (loss)............................ 10,756 25,956 11,484
Unrealized appreciation (depreciation).............. (42,270) 8,478 50,092
Capital gain distributions.......................... 25,666 24,895 5,733
-------- ------ ------
Net realized and unrealized gain (loss) on
investments.......................................... (5,848) 59,329 67,309
-------- ------ ------
Increase (decrease) in net assets from operations..... $ 1,044 57,236 69,936
======== ====== ======
</TABLE>
F-15
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Alger American Fund
----------------------------------------------------------
Small Capitalization
Portfolio Growth Portfolio
--------------------------- -----------------------------
Year ended December 31, Year ended December 31,
--------------------------- -----------------------------
1999 1998 1997 1999 1998 1997
-------- -------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ -- -- -- 4,197 7,214 5,656
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 28,322 21,533 18,711 57,600 31,716 21,426
-------- -------- ------- --------- --------- -------
Net investment income
(expense).............. (28,322) (21,533) (18,711) (53,403) (24,502) (15,770)
-------- -------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 263,133 (361,335) 155,266 367,836 342,335 121,886
Unrealized
appreciation
(depreciation)....... 286,111 411,856 (23,084) 477,546 332,102 195,886
Capital gain
distributions........ 250,852 207,517 42,941 415,458 353,476 10,056
-------- -------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments......... 800,096 258,038 175,123 1,260,840 1,027,913 327,828
-------- -------- ------- --------- --------- -------
Increase (decrease) in
net assets from
operations............. $771,774 236,505 156,412 1,207,437 1,003,411 312,058
======== ======== ======= ========= ========= =======
</TABLE>
<TABLE>
<CAPTION>
PBHG Insurance Series Fund, Inc.
------------------------------------------------------------
PBHG Large Cap Growth
Portfolio PBHG Growth II Portfolio
------------------------------ -----------------------------
Period from Period from
Year ended July 22, Year ended May 22, 1997
December 31, 1997 to December 31, to
---------------- December 31, --------------- December 31,
1999 1998 1997 1999 1998 1997
-------- ------ ------------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ -- -- -- -- -- --
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 1,948 1,340 205 3,631 1,328 540
-------- ------ ----- ------- ------ -----
Net investment income
(expense).............. (1,948) (1,340) (205) (3,631) (1,328) (540)
-------- ------ ----- ------- ------ -----
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 29,261 12,396 (1) 127,082 36,908 1,296
Unrealized
appreciation
(depreciation)....... 99,164 11,365 656 66,595 15,978 (846)
Capital gain
distributions........ -- -- -- -- -- --
-------- ------ ----- ------- ------ -----
Net realized and
unrealized gain (loss)
on investments......... 128,425 23,761 655 193,677 52,886 450
-------- ------ ----- ------- ------ -----
Increase (decrease) in
net assets from
operations............. $126,477 22,421 450 190,046 51,558 (90)
======== ====== ===== ======= ====== =====
</TABLE>
F-16
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Neuberger & Berman Advisers
Management Trust
--------------------------------------
Balanced Bond Growth
Portfolio Portfolio Portfolio
------------ ------------ ------------
Period ended Period ended Period ended
December 11, December 11, December 11,
1997 1997 1997
------------ ------------ ------------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends.......... $ 34,494 36,455 --
Expenses -- Mortality and expense risk
charges and administrative expenses
(note 3)............................. 24,999 6,443 9,747
--------- ------- -------
Net investment income (expense)......... 9,495 30,012 (9,747)
--------- ------- -------
Net realized and unrealized gain (loss)
on investments:
Net realized gain (loss).............. 315,380 (3,318) 150,610
Unrealized appreciation
(depreciation)....................... (146,827) (1,629) (55,310)
Capital gain distributions............ 88,699 -- 64,488
--------- ------- -------
Net realized and unrealized gain (loss)
on investments......................... 257,252 (4,947) 159,788
--------- ------- -------
Increase (decrease) in net assets from
operations............................. $ 266,747 25,065 150,041
========= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Janus Aspen Series
----------------------------------------------------------
Aggressive Growth
Portfolio Growth Portfolio
---------------------------- ----------------------------
Year ended December 31, Year ended December 31,
---------------------------- ----------------------------
1999 1998 1997 1999 1998 1997
---------- ------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 41,689 -- -- 17,258 186,177 58,424
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 66,736 31,583 28,915 99,371 67,687 49,779
---------- ------- ------- --------- --------- -------
Net investment income
(expense).............. (25,047) (31,583) (28,915) (82,113) 118,490 8,645
---------- ------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 1,877,887 678,326 192,226 732,403 870,857 243,734
Unrealized
appreciation
(depreciation)....... 3,056,764 307,545 99,444 2,126,069 434,354 376,858
Capital gain
distributions........ 70,984 -- -- 38,444 150,149 54,303
---------- ------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments......... 5,005,635 985,871 291,670 2,896,916 1,455,360 674,895
---------- ------- ------- --------- --------- -------
Increase (decrease) in
net assets from
operations............. $4,980,588 954,288 262,755 2,814,803 1,573,850 683,540
========== ======= ======= ========= ========= =======
</TABLE>
F-17
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
------------------------------------------------------------
Worldwide Growth Portfolio Balanced Portfolio
------------------------------- ---------------------------
Year ended December 31, Year ended December 31,
------------------------------- ---------------------------
1999 1998 1997 1999 1998 1997
---------- --------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 22,883 283,470 77,270 134,118 156,510 52,809
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 173,236 132,642 91,422 77,430 53,807 15,089
---------- --------- --------- --------- --------- -------
Net investment income
(expense).............. (150,353) 150,828 (14,152) 56,688 102,703 37,720
---------- --------- --------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 1,684,622 1,535,984 457,649 397,981 75,042 16,368
Unrealized
appreciation
(depreciation)....... 5,709,994 417,036 666,571 859,559 1,021,865 172,861
Capital gain
distributions........ -- 114,875 36,750 -- 26,713 1,466
---------- --------- --------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments......... 7,394,616 2,067,895 1,160,970 1,257,540 1,123,620 190,695
---------- --------- --------- --------- --------- -------
Increase (decrease) in
net assets from
operations............. $7,244,263 2,218,723 1,146,818 1,314,228 1,226,323 228,415
========== ========= ========= ========= ========= =======
</TABLE>
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
-----------------------------------------------------
International Growth
Flexible Income Portfolio Portfolio
-------------------------- --------------------------
Year ended December 31, Year ended December 31,
-------------------------- --------------------------
1999 1998 1997 1999 1998 1997
--------- ------- ------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 23,898 22,361 11,966 5,822 54,292 11,016
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 5,169 4,450 2,246 34,028 31,407 19,234
--------- ------- ------- --------- ------- -------
Net investment income
(expense).............. 18,729 17,911 9,720 (28,206) 22,885 (8,218)
--------- ------- ------- --------- ------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 2,310 2,524 3,107 452,801 171,620 145,208
Unrealized
appreciation
(depreciation)....... (20,012) 3,399 4,489 1,288,333 158,124 45,943
Capital gain
distributions........ 1,152 1,021 76 -- 7,791 2,276
--------- ------- ------- --------- ------- -------
Net realized and
unrealized gain (loss)
on investments......... (16,550) 6,944 7,672 1,741,134 337,535 193,427
--------- ------- ------- --------- ------- -------
Increase (decrease) in
net assets from
operations............. $ 2,179 24,855 17,392 1,712,928 360,420 185,209
========= ======= ======= ========= ======= =======
</TABLE>
F-18
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
---------------------------------
Capital Appreciation Portfolio
---------------------------------
Period from
Year ended May 22,
December 31, 1997 to
------------------- December 31,
1999 1998 1997
---------- ------- ------------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends............... $ 935 555 37
Expenses -- Mortality and expense risk
charges and administrative expenses (note
3)........................................ 32,166 6,271 112
---------- ------- -------
Net investment income (expense).............. (31,231) (5,716) (75)
---------- ------- -------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)................... 435,959 225,641 (7,519)
Unrealized appreciation (depreciation)..... 837,570 56,754 (582)
Capital gain distributions................. 10,754 -- --
---------- ------- -------
Net realized and unrealized gain (loss) on
investments................................. 1,284,283 282,395 (8,101)
---------- ------- -------
Increase (decrease) in net assets from
operations.................................. $1,253,052 276,679 (8,176)
========== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Goldman Sachs Salomon Brothers
Variable Insurance Trust Variable Series Funds Inc.
--------------------------------------------------- -------------------------------
Growth and Income Mid Cap Value Strategic Bond Total Return
Fund Fund Fund Fund
------------------------- ------------------------- --------------- ---------------
Period from Period from
October 6, June 25, Period from Period from
Year ended 1998 to Year ended 1998 to March 19, 1999 July 14, 1999
December 31, December 31, December 31, December 31, to December 31, to December 31,
1999 1998 1999 1998 1999 1999
------------ ------------ ------------ ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 766 48 1,901 662 5,114 154
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 648 11 4,901 237 6,264 39
------- ---- ------- ---- ------- -----
Net investment income
(expense).............. 118 37 (3,000) 425 (1,150) 115
------- ---- ------- ---- ------- -----
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 573 58 84,871 (16) (14,814) (8)
Unrealized
appreciation
(depreciation)....... (2,840) 49 (27,108) 196 (4,324) (424)
Capital gain
distributions........ -- -- -- -- -- --
------- ---- ------- ---- ------- -----
Net realized and
unrealized gain (loss)
on investments......... (2,267) 107 57,763 180 (19,138) (432)
------- ---- ------- ---- ------- -----
Increase (decrease) in
net assets from
operations............. $(2,149) 144 54,763 605 (20,288) (317)
======= ==== ======= ==== ======= =====
</TABLE>
See accompanying notes to financial statements.
F-19
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
----------------------------------------------
S&P 500 Government
Index Securities
Fund Fund
-------------------------------- ------------
Year ended December 31, Period ended
-------------------------------- December 11,
1999 1998 1997 1997
---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Increase (decrease) in net
assets
From operations:
Net investment income
(expense).................... $ (39,597) (11,446) 8,122 (9,821)
Net realized gain (loss)...... 547,538 398,018 125,533 2,596
Unrealized appreciation
(depreciation) on
investments.................. 714,039 497,472 337,547 46,607
Capital gain distributions.... 79,903 180,554 45,068 --
---------- --------- --------- --------
Increase (decrease) in net
assets from operations......... 1,301,883 1,064,598 516,270 39,382
---------- --------- --------- --------
From capital transactions:
Net premiums.................. 209,250 364,101 29,621 13,143
Loan interest................. (3,621) (1,758) (472) (455)
Transfers (to) from the
general account of GE Life &
Annuity:
Death benefits.............. -- (26,898) (1,802) --
Surrenders.................. (571,204) (122,586) (50,594) (262,974)
Loans....................... (14,382) (8,955) (10,019) (23,924)
Cost of insurance and
administrative expense
(note 3)................... (76,602) (54,690) (24,852) (8,334)
Transfer gain (loss) and
transfer fees.............. (2,154) 190,048 (2,909) (3,207)
Transfers (to) from the
Guarantee Account (note 1)... 1,200 156,285 33,241 288
Interfund transfers........... 1,450,154 1,318,239 1,154,053 (529,174)
---------- --------- --------- --------
Increase (decrease) in net
assets from capital
transactions................... 992,641 1,813,786 1,126,267 (814,637)
---------- --------- --------- --------
Increase (decrease) in net
assets....................... 2,294,524 2,878,384 1,642,537 (775,255)
Net assets at beginning of
year........................... 6,079,523 3,201,139 1,558,602 775,255
---------- --------- --------- --------
Net assets at end of year....... $8,374,047 6,079,523 3,201,139 --
========== ========= ========= ========
</TABLE>
F-20
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
---------------------------------------------------------------------
Money Market Total Return
Fund Fund
------------------------------------ -------------------------------
Year ended December 31, Year ended December 31,
------------------------------------ -------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 492,078 502,420 389,607 11,546 68,818 23,177
Net realized gain
(loss)............... -- (2,104) (256,503) 34,289 4,509 1,710
Unrealized
appreciation
(depreciation) on
investments.......... -- 2,104 287,655 110,595 183,805 26,729
Capital gain
distributions........ -- -- -- 42,374 -- 185,237
----------- ---------- ----------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 492,078 502,420 420,759 198,804 257,132 236,853
----------- ---------- ----------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 7,275,148 10,323,239 14,800,378 9,104 13,446 37,415
Loan interest......... 33,105 15,680 25,356 (740) (107) 77
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- (9,663) -- -- -- (122,969)
Surrenders.......... (4,064,746) (492,391) (81,503) (134,715) (163,264) (9,555)
Loans............... (733,748) (1,044,167) (259,694) (5,353) (33,631) (31,550)
Cost of insurance
and administrative
expense (note 3)... (151,555) (149,692) (124,687) (18,760) (17,774) (16,232)
Transfer gain (loss)
and transfer fees.... (55,274) 3,729 (135,353) 1,266 643 (3,467)
Transfers (to) from
the Guarantee Account
(note 1)............. -- (57,398) (32,069) 500 10,426 45,496
Interfund transfers... 1,796,890 (9,507,257) (13,250,370) (74,939) 52,057 134,091
----------- ---------- ----------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... 4,099,820 (917,920) 942,058 (223,637) (138,204) 33,306
----------- ---------- ----------- --------- --------- ---------
Increase (decrease) in
net assets........... 4,591,898 (415,500) 1,362,817 (24,833) 118,928 270,159
Net assets at beginning
of year................ 10,838,824 11,254,324 9,891,507 1,787,552 1,668,624 1,398,465
----------- ---------- ----------- --------- --------- ---------
Net assets at end of
year................... $15,430,722 10,838,824 11,254,324 1,762,719 1,787,552 1,668,624
=========== ========== =========== ========= ========= =========
</TABLE>
F-21
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
-----------------------------------------------------------
International Real Estate
Equity Fund Securities Fund
---------------------------- -----------------------------
Year ended December 31, Year ended December 31,
---------------------------- -----------------------------
1999 1998 1997 1999 1998 1997
--------- ------- -------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (3,474) 12,064 (4,306) 25,102 16,447 28,577
Net realized gain
(loss)............... 166 1,173 146,386 (51,641) (76,333) 142,744
Unrealized
appreciation
(depreciation) on
investments.......... 72,780 5,854 (6,150) 15,871 (155,043) (97,672)
Capital gain
distributions........ 26,382 -- 79,345 1,796 26,116 72,382
--------- ------- -------- ------- --------- ---------
Increase (decrease) in
net assets from
operations............. 95,854 19,091 215,275 (8,872) (188,813) 146,031
--------- ------- -------- ------- --------- ---------
From capital
transactions:
Net premiums.......... -- 1,056 1,056 9,200 41,531 62,904
Loan interest......... (6) (50) (12) (1,009) (188) --
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... -- -- -- (35,918) (2,915) --
Loans............... -- 3,954 1,860 (4,066) (15,423) (16,740)
Cost of insurance
and administrative
expense (note 3)... (3,710) (3,955) (9,446) (8,475) (11,347) (9,178)
Transfer gain (loss)
and transfer fees.. (5,641) 26,258 (16,723) 2,893 1,201 (5,456)
Transfers (to) from
the Guarantee Account
(note 1)............. -- 25,276 -- 7 35,000 3,269
Interfund transfers... 23,090 (28,632) (727,513) (46,114) (222,532) 661,463
--------- ------- -------- ------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... 13,733 23,907 (750,778) (83,482) (174,673) 696,262
--------- ------- -------- ------- --------- ---------
Increase (decrease) in
net assets........... 109,587 42,998 (535,503) (92,354) (363,486) 842,293
Net assets at beginning
of year................ 300,239 257,241 792,744 706,841 1,070,327 228,034
--------- ------- -------- ------- --------- ---------
Net assets at end of
year................... $ 409,826 300,239 257,241 614,487 706,841 1,070,327
========= ======= ======== ======= ========= =========
</TABLE>
F-22
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
---------------------------------------------------------------
Global Income Value Equity
Fund Fund
-------------------------------- ------------------------------
Period from Period from
Year ended September 15, Year ended June 17,
December 31, 1997 to December 31, 1997 to
----------------- December 31, ---------------- December 31,
1999 1998 1997 1999 1998 1997
--------- ------ ------------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (10,517) 1,255 610 (3,680) (4,868) (342)
Net realized gain
(loss)............... (174,205) 11 -- 68,899 1,355 208
Unrealized
appreciation
(depreciation) on
investments.......... (1,207) 1,291 (669) 24,230 2,571 1,977
Capital gain
distributions........ 28 64 55 -- 12,708 2,263
--------- ------ ------ ------- ------- -------
Increase (decrease) in
net assets from
operations............. (185,901) 2,621 (4) 89,449 11,766 4,106
--------- ------ ------ ------- ------- -------
From capital
transactions:
Net premiums.......... 3,403 -- -- 3,802 19,404 4,596
Loan interest......... 227 -- -- (1,028) (1,009) --
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... -- -- -- -- -- --
Loans............... 15,465 -- -- (6,939) (1,441) --
Cost of insurance
and administrative
expense (note 3)... (4,487) (264) (18) (8,194) (5,910) (615)
Transfer gain (loss)
and transfer fees.. 329 (3) -- (1,865) (39,597) 360
Transfers (to) from
the Guarantee Account
(note 1)............. -- -- -- 29,405 -- --
Interfund transfers... 170,322 12,432 13,721 118,008 297,789 243,259
--------- ------ ------ ------- ------- -------
Increase (decrease) in
net assets from capital
transactions........... 185,259 12,165 13,703 133,189 269,236 247,600
--------- ------ ------ ------- ------- -------
Increase (decrease) in
net assets........... (642) 14,786 13,699 222,638 281,002 251,706
Net assets at beginning
of year................ 28,485 13,699 -- 532,708 251,706 --
--------- ------ ------ ------- ------- -------
Net assets at end of
year................... $ 27,843 28,485 13,699 755,346 532,708 251,706
========= ====== ====== ======= ======= =======
</TABLE>
F-23
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
--------------------------------------------------------------------------------
Premier
Growth Equity
Income Fund U.S. Equity Fund Fund
----------------------------------- ---------------------------- ---------------
Period from
Year ended December 12, Period from Period from
December 31, 1997 to Year ended May 5, 1998 June 11, 1999
--------------------- December 31, December 31, to December 31, to December 31,
1999 1998 1997 1999 1998 1999
---------- --------- ------------ ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 50,333 51,688 2,596 (15) 51 (1,545)
Net realized gain
(loss)............... (784) 9,720 (2,508) 520 89 139
Unrealized
appreciation
(depreciation) on
investments.......... (90,951) 13,245 1,454 3,276 243 54,745
Capital gain
distributions........ 2,137 12,310 -- 6,179 199 13,746
---------- --------- --------- ------- ------ -------
Increase (decrease) in
net assets from
operations............. (39,265) 86,963 1,542 9,960 582 67,085
---------- --------- --------- ------- ------ -------
From capital
transactions:
Net premiums.......... 16,162 -- -- -- -- --
Loan interest......... (4,763) (3,764) -- -- -- --
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... (87,362) (2,594) -- -- -- --
Loans............... (4,459) (21,862) (2,396) -- -- (300)
Cost of insurance
and administrative
expense (note 3)... (15,183) (15,101) (742) (540) (30) (2,033)
Transfer gain (loss)
and
transfer fees...... (139) (703) (202) (188) (108) 3,988
Transfers (to) from
the Guarantee Account
(note 1)............. 20,109 7,872 -- -- -- --
Interfund transfers... (27,799) 196,041 1,221,995 109,461 9,718 393,060
---------- --------- --------- ------- ------ -------
Increase (decrease) in
net assets from capital
transactions........... (103,434) 159,889 1,218,655 108,733 9,580 394,715
---------- --------- --------- ------- ------ -------
Increase (decrease) in
net assets........... (142,699) 246,852 1,220,197 118,693 10,162 461,800
Net assets at beginning
of year................ 1,467,049 1,220,197 -- 10,162 -- --
---------- --------- --------- ------- ------ -------
Net assets at end of
year................... $1,324,350 1,467,049 1,220,197 128,855 10,162 461,800
========== ========= ========= ======= ====== =======
</TABLE>
F-24
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
---------------------------------------------
Money Fund Bond Fund/VA
------------ --------------------------------
Period ended Year ended December 31,
December 11, --------------------------------
1997 1999 1998 1997
------------ --------- ---------- ---------
<S> <C> <C> <C> <C>
Increase (decrease) in net
assets
From operations:
Net investment income
(expense).................... $ 5,821 65,924 (13,773) 101,798
Net realized gain (loss)...... -- (61,516) 140,916 11,410
Unrealized appreciation
(depreciation) on
investments.................. -- (84,560) (22,639) 14,947
Capital gain distributions.... -- 9,549 28,282 4,923
--------- --------- ---------- ---------
Increase (decrease) in net
assets from operations......... 5,821 (70,603) 132,786 133,078
--------- --------- ---------- ---------
From capital transactions:
Net premiums.................. -- 21,642 63,953 12,401
Loan interest................. -- 3,160 1,867 224
Transfers (to) from the
general account of GE Life &
Annuity:
Death benefits.............. -- -- -- --
Surrenders.................. -- (35,960) (80,793) --
Loans....................... -- (30,925) (717) (20,518)
Cost of insurance and
administrative expense
(note 3)................... (1,618) (21,619) (29,054) (17,321)
Transfer gain (loss) and
transfer fees.............. 26 23,758 (48,553) 4,175
Transfers (to) from the
Guarantee Account (note 1)... -- 6,580 8,443 10,164
Interfund transfers........... (160,456) (761,210) (1,102,223) 1,749,977
--------- --------- ---------- ---------
Increase (decrease) in net
assets from capital
transactions................... (162,048) (794,574) (1,187,077) 1,739,102
--------- --------- ---------- ---------
Increase (decrease) in net
assets....................... (156,227) (865,177) (1,054,291) 1,872,180
Net assets at beginning of
year........................... 156,227 2,473,605 3,527,896 1,655,716
--------- --------- ---------- ---------
Net assets at end of year....... $ -- 1,608,428 2,473,605 3,527,896
========= ========= ========== =========
</TABLE>
F-25
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds (continued)
--------------------------------------------------------------------
Aggressive Growth Fund/VA Capital Appreciation Fund/VA
---------------------------------- --------------------------------
Year ended December 31, Year ended December 31,
---------------------------------- --------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (89,368) (75,205) (67,194) (47,481) (25,586) 97,407
Net realized gain
(loss)............... 1,178,701 1,139,675 362,326 900,975 779,763 211,799
Unrealized
appreciation
(depreciation) on
investments.......... 3,216,453 (392,601) 69,894 646,214 (197,508) 311,259
Capital gain
distributions........ -- 171,601 258,219 173,473 351,282 --
----------- ---------- --------- ---------- --------- ---------
Increase (decrease) in
net assets from
operations............. 4,305,786 843,470 623,245 1,673,181 907,951 620,465
----------- ---------- --------- ---------- --------- ---------
From capital
transactions:
Net premiums.......... 54,210 106,960 160,331 34,750 130,707 136,857
Loan interest......... (5,149) 7,156 (478) (2,980) (2,818) (1,570)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... (22,618) -- -- -- -- --
Surrenders.......... (421,155) (235,363) (5,632) (638,691) (143,689) --
Loans............... (124,739) (644,066) (76,259) (159,747) (119,579) (52,908)
Cost of insurance
and administrative
expense (note 3)... (68,853) (81,387) (69,581) (44,705) (46,695) (33,074)
Transfer gain (loss)
and transfer fees.. (53,960) (865,659) (10,950) (247,728) 130,682 5,703
Transfers from the
Guarantee Account
(note 1)............. 8,140 7,563 86,490 7 58,430 67,111
Interfund transfers... (1,031,745) 515,285 786,921 (2,684,688) 2,177,306 1,239,168
----------- ---------- --------- ---------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... (1,665,869) (1,189,511) 870,842 (3,743,782) 2,184,344 1,361,287
----------- ---------- --------- ---------- --------- ---------
Increase (decrease) in
net assets........... 2,639,917 (346,041) 1,494,087 (2,070,601) 3,092,295 1,981,752
Net assets at beginning
of year................ 6,498,684 6,844,725 5,350,638 6,988,817 3,896,522 1,914,770
----------- ---------- --------- ---------- --------- ---------
Net assets at end of
year................... $ 9,138,601 6,498,684 6,844,725 4,918,216 6,988,817 3,896,522
=========== ========== ========= ========== ========= =========
</TABLE>
F-26
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds (continued)
------------------------------------------------------------------
High Income Fund/VA Multiple Strategies Fund/VA
--------------------------------- -------------------------------
Year ended December 31, Year ended December 31,
--------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 277,603 37,267 336,313 67,254 (12,784) 71,824
Net realized gain
(loss)............... (31,032) (157,587) 180,406 20,609 353,554 34,009
Unrealized
appreciation
(depreciation) on
investments.......... (77,143) 402 (53,341) 68,454 (372,624) 206,122
Capital gain
distributions........ -- 147,500 2,806 157,988 166,660 95,618
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 169,428 27,582 466,184 314,305 134,806 407,573
----------- --------- --------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 6,954 11,471 94,743 37,781 1,000 12,358
Loan interest......... (2,114) (1,733) (628) (208) (877) (722)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- (45,936) -- -- (18,545) (2,000)
Surrenders.......... (96,824) (576,832) (9,092) (189,005) (140,865) --
Loans............... (118,625) (34,516) (29,617) (10,720) (50,344) 8,746
Cost of insurance
and administrative
expense (note 3)... (52,357) (62,108) (45,518) (31,574) (31,968) (29,942)
Transfer gain (loss)
and transfer fees.. 9,892 (53,899) 32,059 1,885 6,332 356
Transfers from the
Guarantee Account
(note 1)............. 443 28,238 -- 943 29,334 23,966
Interfund transfers... (1,558,865) 191,267 2,226,116 (254,274) 108,424 447,254
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... (1,811,496) (544,048) 2,268,063 (445,172) (97,509) 460,016
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets........... (1,642,068) (516,466) 2,734,247 (130,867) 37,297 867,589
Net assets at beginning
of year................ 6,161,255 6,677,721 3,943,474 3,248,322 3,211,025 2,343,436
----------- --------- --------- --------- --------- ---------
Net assets at end of
year................... $ 4,519,187 6,161,255 6,677,721 3,117,455 3,248,322 3,211,025
=========== ========= ========= ========= ========= =========
</TABLE>
F-27
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund
-------------------------------------------------------------
Money Market High Income
Portfolio Portfolio Equity-Income Portfolio
------------ ------------ ----------------------------------
Period ended Period ended Year ended December 31,
December 11, December 11, ----------------------------------
1997 1997 1999 1998 1997
------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 81,397 78,583 20,782 3,646 31,822
Net realized gain
(loss)............... -- 185,532 949,231 1,283,354 1,197,816
Unrealized
appreciation
(depreciation) on
investments.......... -- (92,552) (762,258) (494,927) 1,016,128
Capital gain
distributions........ -- 11,620 536,798 785,489 1,065,171
----------- ---------- ---------- ---------- ----------
Increase (decrease) in
net assets from
operations............. 81,397 183,183 744,553 1,577,562 3,310,937
----------- ---------- ---------- ---------- ----------
From capital
transactions:
Net premiums.......... -- -- 30,709 146,903 215,369
Loan interest......... (8,013) 6 (12,986) (10,898) (5,772)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- (61,020) (18,249)
Surrenders.......... (11,729) (163,901) (531,791) (222,133) (71,914)
Loans............... (17,933) (6,459) (229,126) (402,392) (121,271)
Cost of insurance
and administrative
expense............ (8,075) (11,738) (153,739) (167,638) (151,529)
Transfer gain (loss)
and transfer fees.. (66,375) (44,309) 7,118 15,304 58,911
Transfers from the
Guarantee Account
(note 1)............. -- -- (128,390) 122,727 112,723
Interfund transfers... (1,079,728) (1,280,202) (1,383,061) (202,161) 311,215
----------- ---------- ---------- ---------- ----------
Increase (decrease) in
net assets from capital
transactions........... (1,191,853) (1,506,603) (2,401,266) (781,308) 329,483
----------- ---------- ---------- ---------- ----------
Increase (decrease) in
net assets........... (1,110,456) (1,323,420) (1,656,713) 796,254 3,640,420
Net assets at beginning
of year................ 1,110,456 1,323,420 16,825,933 16,029,679 12,389,259
----------- ---------- ---------- ---------- ----------
Net assets at end of
year................... $ -- -- 15,169,220 16,825,933 16,029,679
=========== ========== ========== ========== ==========
</TABLE>
F-28
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund (continued)
----------------------------------------------------------------------
Growth Portfolio Overseas Portfolio
----------------------------------- ---------------------------------
Year ended December 31, Year ended December 31,
----------------------------------- ---------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (156,415) (100,367) (64,303) 1,669 25,785 28,010
Net realized gain
(loss)............... 1,288,523 1,619,202 1,766,746 694,024 (178,639) 801,884
Unrealized
appreciation
(depreciation) on
investments.......... 1,712,349 667,154 (282,336) 859,657 349,052 (489,713)
Capital gain
distributions........ 1,506,084 1,356,757 258,471 97,639 263,943 405,040
----------- ---------- ---------- ---------- --------- ----------
Increase (decrease) in
net assets from
operations............. 4,350,541 3,542,746 1,678,578 1,652,989 460,141 745,221
----------- ---------- ---------- ---------- --------- ----------
From capital
transactions:
Net premiums.......... 161,347 50,433 78,875 18,135 19,010 12,810
Loan interest......... (16,324) (17,111) (3,060) (2,376) (1,529) (2,436)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- (24,255) (1,634) (21,324) (30,475) --
Surrenders.......... (1,385,411) (572,105) (28,946) (191,090) (214,745) (26,126)
Loans............... (164,276) (532,091) (153,343) (107,707) (93,248) (140,934)
Cost of insurance
and administrative
expense............ (133,989) (123,718) (99,653) (40,060) (47,188) (59,162)
Transfer gain (loss)
and transfer fees.. (48,212) 177,115 26,694 (29,352) 66,028 (12,801)
Transfers from the
Guarantee Account
(note 1)............. 5,600 100,312 44,630 443 (8,627) 61,472
Interfund transfers... (452,607) 463,637 44,400 (1,559,209) 294,585 (1,392,016)
----------- ---------- ---------- ---------- --------- ----------
Increase (decrease) in
net assets from capital
transactions........... (2,033,872) (477,783) (92,037) (1,932,540) (16,189) (1,559,193)
----------- ---------- ---------- ---------- --------- ----------
Increase (decrease) in
net assets........... 2,316,669 3,064,963 1,586,541 (279,551) 443,952 (813,972)
Net assets at beginning
of year................ 13,457,515 10,392,552 8,806,011 5,006,524 4,562,572 5,376,544
----------- ---------- ---------- ---------- --------- ----------
Net assets at end of
year................... $15,774,184 13,457,515 10,392,552 4,726,973 5,006,524 4,562,572
=========== ========== ========== ========== ========= ==========
</TABLE>
F-29
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund II
---------------------------------------------------------------------
Asset Manager Portfolio Contrafund Portfolio
---------------------------------- ---------------------------------
Year ended December 31, Year ended December 31,
---------------------------------- ---------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 205,535 173,773 171,513 (87,865) (55,333) (41,189)
Net realized gain
(loss)............... 259,916 252,067 187,349 971,552 1,254,204 268,831
Unrealized
appreciation
(depreciation) on
investments.......... (9,876) (67,659) 534,401 885,621 648,485 823,917
Capital gain
distributions........ 431,219 914,428 714,417 361,853 403,057 109,504
----------- ---------- --------- ---------- ---------- ---------
Increase (decrease) in
net assets from
operations............. 886,794 1,272,609 1,607,680 2,131,161 2,250,413 1,161,063
----------- ---------- --------- ---------- ---------- ---------
From capital
transactions:
Net premiums.......... 2,300 2,300 98,687 71,587 177,753 171,916
Loan interest......... (8,302) (7,000) (4,946) (8,628) (6,910) (3,288)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- (41,112) (149,074) (23,810) (24,991) (1,797)
Surrenders.......... (786,658) (325,417) (8,956) (549,804) (22,516) (9,456)
Loans............... (58,273) (241,371) (97,092) (153,985) (85,784) (118,554)
Cost of insurance
and administrative
expense (note 3)... (98,577) (101,341) (98,131) (102,249) (94,295) (72,675)
Transfer gain (loss)
and transfer fees.. (47,936) (13,045) 397 (21,586) 59,824 34,177
Transfers (to) from
Guarantee Account
(note 1)............. 38,441 69,851 33,707 6,587 84,180 150,028
Interfund transfers... (748,397) 156,323 (59,803) (759,216) 989,747 1,827,255
----------- ---------- --------- ---------- ---------- ---------
Increase (decrease) in
net assets from capital
transactions........... (1,707,402) (500,812) (285,211) (1,541,104) 1,077,008 1,977,606
----------- ---------- --------- ---------- ---------- ---------
Increase (decrease) in
net assets........... (820,608) 771,797 1,322,469 590,057 3,327,421 3,138,669
Net assets at beginning
of year................ 10,347,930 9,576,133 8,253,664 11,177,224 7,849,803 4,711,134
----------- ---------- --------- ---------- ---------- ---------
Net assets at end of
year................... $ 9,527,322 10,347,930 9,576,133 11,767,281 11,177,224 7,849,803
=========== ========== ========= ========== ========== =========
</TABLE>
F-30
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund III
------------------------------------------------------------------
Growth Opportunities
Growth & Income Portfolio Portfolio
----------------------------------- ------------------------------
Period from Period from
Year ended May 16, 1997 Year ended May 16, 1997
December 31, to December 31, to
--------------------- December 31, ---------------- December 31,
1999 1998 1997 1999 1998 1997
---------- --------- ------------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (16,131) (10,395) (1,712) (3,398) (1,877) (1,910)
Net realized gain
(loss)............... 160,560 100,071 6,219 32,368 15,522 876
Unrealized
appreciation
(depreciation) on
investments.......... (48,360) 91,779 11,314 (18,063) 75,120 39,235
Capital gain
distributions........ 13,296 1,681 -- 12,249 14,232 --
---------- --------- ------- ------- ------- -------
Increase (decrease) in
net assets from
operations............. 109,365 183,136 15,821 23,156 102,997 38,201
---------- --------- ------- ------- ------- -------
From capital
transactions:
Net premiums.......... 11,807 23,295 12,486 589 39,535 18,354
Loan interest......... (19) (393) -- (95) (134) --
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... (33,425) -- -- (17,405) -- --
Loans............... (9,320) (3,183) -- (979) -- --
Cost of insurance
and administrative
expense (note 3)... (15,670) (7,686) (1,616) (8,389) (5,140) (1,627)
Transfer gain (loss)
and transfer fees.. 43,657 28,249 10,283 (7) 1,640 (20)
Transfers (to) from
Guarantee Account
(note 1)............. 10,278 13,857 -- -- 8,711 2,963
Interfund transfers... 392,746 357,477 373,471 265,913 145,247 293,576
---------- --------- ------- ------- ------- -------
Increase (decrease) in
net assets from capital
transactions........... 400,054 411,616 394,624 239,627 189,859 313,246
---------- --------- ------- ------- ------- -------
Increase (decrease) in
net assets........... 509,419 594,752 410,445 262,783 292,856 351,447
Net assets at beginning
of year................ 1,005,197 410,445 -- 644,303 351,447 --
---------- --------- ------- ------- ------- -------
Net assets at end of
year................... $1,514,616 1,005,197 410,445 907,086 644,303 351,447
========== ========= ======= ======= ======= =======
</TABLE>
F-31
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Federated Insurance Series
----------------------------------------------------------------
American High Income
Leaders Fund II Bond Fund II
------------------------------ --------------------------------
Year ended December 31, Year ended December 31,
------------------------------ --------------------------------
1999 1998 1997 1999 1998 1997
---------- --------- ------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (4,270) (8,076) (2,528) 66,628 30,429 31,591
Net realized gain
(loss)............... 19,046 (4,077) 11,788 (82,162) 85,989 5,827
Unrealized
appreciation
(depreciation) on
investments.......... (65,306) 58,884 53,148 543 (90,012) 55,167
Capital gain
distributions........ 98,945 39,312 571 7,321 13,650 2,683
---------- --------- ------- --------- ---------- ---------
Increase (decrease) in
net assets from
operations............. 48,415 86,043 62,979 (7,670) 40,056 95,268
---------- --------- ------- --------- ---------- ---------
From capital
transactions:
Net premiums.......... 57,574 96,517 92,480 17,397 28,358 43,594
Loan interest......... (79) (225) (3) (244) (409) (1,353)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... -- -- -- (28,048) -- --
Loans............... (6,155) (12,883) 205 (73,906) (14,686) (11,473)
Cost of insurance
and administrative
expense (note 3)... (12,640) (11,161) (3,145) (13,418) (14,411) (8,961)
Transfer gain (loss)
and transfer fees.. 1,294 2,778 1,084 (13,811) 706 (359)
Transfers (to) from
the Guarantee Account
(note 1)............. 9,174 16,071 5,323 -- 6,031 5,441
Interfund transfers... (210,684) 343,685 341,074 6,333 (1,149,736) 1,432,858
---------- --------- ------- --------- ---------- ---------
Increase (decrease) in
net assets from capital
transactions........... (161,516) 434,782 437,018 (105,697) (1,144,147) 1,459,747
---------- --------- ------- --------- ---------- ---------
Increase (decrease) in
net assets........... (113,101) 520,825 499,997 (113,367) (1,104,091) 1,555,015
Net assets at beginning
of year................ 1,038,585 517,760 17,763 1,129,523 2,233,614 678,599
---------- --------- ------- --------- ---------- ---------
Net assets at end of
year................... $ 925,484 1,038,585 517,760 1,016,156 1,129,523 2,233,614
========== ========= ======= ========= ========== =========
</TABLE>
F-32
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Federated
Insurance Series
(continued)
---------------------------
Utility Fund II
---------------------------
Year ended December 31,
---------------------------
1999 1998 1997
--------- ------- -------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense)................. $ 6,892 (2,093) 2,627
Net realized gain (loss)........................ 10,756 25,956 11,484
Unrealized appreciation (depreciation) on
investments.................................... (42,270) 8,478 50,092
Capital gain distributions...................... 25,666 24,895 5,733
--------- ------- -------
Increase (decrease) in net assets from
operations....................................... 1,044 57,236 69,936
--------- ------- -------
From capital transactions:
Net premiums.................................... -- 21,133 --
Loan interest................................... (581) (807) (55)
Transfers (to) from the general account of GE
Life & Annuity:
Death benefits................................ -- -- --
Surrenders.................................... (14,150) -- --
Loans......................................... (27,345) (18,860) (34,631)
Cost of insurance and administrative expense
(note 3)..................................... (5,113) (5,595) (3,486)
Transfer gain (loss) and transfer fees........ 76 690 2,314
Transfers (to) from the Guarantee Account
(note 1)....................................... -- -- 10,521
Interfund transfers............................. (67,113) 79,433 107,029
--------- ------- -------
Increase (decrease) in net assets from capital
transactions..................................... (114,226) 75,994 81,692
--------- ------- -------
Increase (decrease) in net assets............... (113,182) 133,230 151,628
Net assets at beginning of year................... 526,570 393,340 241,712
--------- ------- -------
Net assets at end of year......................... $ 413,388 526,570 393,340
========= ======= =======
</TABLE>
F-33
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Alger American Fund
------------------------------------------------------------------
Growth
Small Capitalization Portfolio Portfolio
--------------------------------- -------------------------------
Year ended December 31, Year ended December 31,
--------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (28,322) (21,533) (18,711) (53,403) (24,502) (15,770)
Net realized gain
(loss)............... 263,133 (361,335) 155,266 367,836 342,335 121,886
Unrealized
appreciation
(depreciation) on
investments.......... 286,111 411,856 (23,084) 477,546 332,102 195,886
Capital gain
distributions........ 250,852 207,517 42,941 415,458 353,476 10,056
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 771,774 236,505 156,412 1,207,437 1,003,411 312,058
----------- --------- --------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 47,061 53,010 88,579 61,208 49,615 23,449
Loan interest......... (4,390) (394) 2 (2,317) (929) (449)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- (13,545) -- (26,523) (19,533) --
Surrenders.......... -- (70,773) (1,243) (286,712) (43,795) (4,963)
Loans............... 3,449 22,480 (51,090) (87,064) (69,736) (60,475)
Cost of insurance
and administrative
expense (note 3)... (25,363) (19,635) (17,890) (46,522) (27,911) (20,884)
Transfer gain (loss)
and transfer fees.. 46,137 68,756 (6,935) (7,321) 30,431 (16,706)
Transfers (to) from
the Guarantee Account
(note 1)............. 11,769 23,461 72,126 500 35,331 25,127
Interfund transfers... (1,053,597) 1,262,264 148,081 1,365,674 631,892 147,496
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... (974,934) 1,325,624 231,630 970,923 585,365 92,595
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets........... (203,160) 1,562,129 388,042 2,178,360 1,588,776 404,653
Net assets at beginning
of year................ 3,022,286 1,460,157 1,072,115 3,345,552 1,756,776 1,352,123
----------- --------- --------- --------- --------- ---------
Net assets at end of
year................... $ 2,819,126 3,022,286 1,460,157 5,523,912 3,345,552 1,756,776
=========== ========= ========= ========= ========= =========
</TABLE>
F-34
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
PBHG Insurance Series Fund, Inc.
--------------------------------------------------------------
PBHG
Large Cap Growth PBHG
Portfolio Growth II Portfolio
------------------------------- ------------------------------
Period from Period from
Year ended July 22, Year ended May 22,
December 31, 1997 to December 31, 1997 to
----------------- December 31, ---------------- December 31,
1999 1998 1997 1999 1997 1997
-------- ------- ------------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (1,948) (1,340) (205) (3,631) (1,328) (540)
Net realized gain
(loss)............... 29,261 12,396 (1) 127,082 36,908 1,296
Unrealized
appreciation
(depreciation) on
investments.......... 99,164 11,365 656 66,595 15,978 (846)
Capital gain
distributions........ -- -- -- -- -- --
-------- ------- ------ ------- ------- ------
Increase (decrease) in
net assets from
operations............. 126,477 22,421 450 190,046 51,558 (90)
-------- ------- ------ ------- ------- ------
From capital
transactions:
Net premiums.......... 6,138 -- -- 2,000 3,717 4,615
Loan interest......... 26 -- -- (191) (58) --
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... -- (3,629) -- -- -- --
Loans............... (678) (817) -- (10,000) -- --
Cost of insurance
and administrative
expense (note 3)... (1,747) (2,407) (134) (4,856) (1,168) (460)
Transfer gain (loss)
and transfer fees.. (6,275) (2,844) 53 (19,026) (36,339) 1,309
Transfers (to) from
the Guarantee Account
(note 1)............. -- -- 3,269 -- 25,929 2,518
Interfund transfers... 128,326 (8,883) 28,216 33,117 2,248 84,214
-------- ------- ------ ------- ------- ------
Increase (decrease) in
net assets from capital
transactions........... 125,790 (18,580) 31,404 1,044 (5,671) 92,196
-------- ------- ------ ------- ------- ------
Increase (decrease) in
net assets........... 252,267 3,841 31,854 191,090 45,887 92,106
Net assets at beginning
of year................ 35,695 31,854 -- 137,993 92,106 --
-------- ------- ------ ------- ------- ------
Net assets at end of
year................... $287,962 35,695 31,854 329,083 137,993 92,106
======== ======= ====== ======= ======= ======
</TABLE>
F-35
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Janus Aspen Series
------------------------------------------------------------------
Aggressive Growth Portfolio Growth Portfolio
--------------------------------- -------------------------------
Year ended December 31, Year ended December 31,
--------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (25,047) (31,583) (28,915) (82,113) 118,490 8,645
Net realized gain
(loss)............... 1,877,887 678,326 192,226 732,403 870,857 243,734
Unrealized
appreciation
(depreciation) on
investments.......... 3,056,764 307,545 99,444 2,126,069 434,354 376,858
Capital gain
distributions........ 70,984 -- -- 38,444 150,149 54,303
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 4,980,588 954,288 262,755 2,814,803 1,573,850 683,540
----------- --------- --------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 29,506 42,148 60,192 83,311 64,698 100,831
Loan interest......... (3,772) (1,997) (77) (8,033) (5,496) (600)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- (23,434) -- --
Surrenders.......... (147,936) (9,219) (318) (332,087) (103,135) (11,331)
Loans............... (100,897) (24,856) (68,184) (113,712) (159,214) (101,750)
Cost of insurance
and administrative
expense (note 3)... (51,847) (25,282) (24,702) (72,587) (55,256) (43,347)
Transfer gain (loss)
and transfer fees.. 78,299 (164,381) 43,699 9,023 16,223 594
Transfers (to) from
the Guarantee Account
(note 1)............. -- 8,345 34,546 3,568 18,355 84,063
Interfund transfers... 2,991,895 (793,229) 503,885 1,275,017 305,817 1,105,318
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... 2,795,248 (968,471) 549,041 821,066 81,992 1,133,778
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets........... 7,775,836 (14,183) 811,796 3,635,869 1,655,842 1,817,318
Net assets at beginning
of year................ 2,774,289 2,788,472 1,976,676 6,260,048 4,604,206 2,786,888
----------- --------- --------- --------- --------- ---------
Net assets at end of
year................... $10,550,125 2,774,289 2,788,472 9,895,917 6,260,048 4,604,206
=========== ========= ========= ========= ========= =========
</TABLE>
F-36
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
-------------------------------------------------------------------
Worldwide Growth Portfolio Balanced Portfolio
---------------------------------- -------------------------------
Year ended December 31, Year ended December 31,
---------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (150,353) 150,828 (14,152) 56,688 102,703 37,720
Net realized gain
(loss)............... 1,684,622 1,535,984 457,649 397,981 75,042 16,368
Unrealized
appreciation
(depreciation) on
investments.......... 5,709,994 417,036 666,571 859,559 1,021,865 172,861
Capital gain
distributions........ -- 114,875 36,750 -- 26,713 1,466
----------- ---------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 7,244,263 2,218,723 1,146,818 1,314,228 1,226,323 228,415
----------- ---------- --------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 181,280 276,172 334,686 39,986 20,390 32,001
Loan interest......... (5,533) (3,134) (933) (7,355) (4,091) (48)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... (23,423) (68,985) (1,737) (24,021) (18,660) --
Surrenders.......... (306,760) (104,833) (5,393) (382,801) (5,329) (2,416)
Loans............... (86,961) (97,145) (74,934) (339,651) (78,415) 26,990
Cost of insurance
and administrative
expense (note 3)... (127,864) (110,038) (79,593) (55,893) (43,371) (13,436)
Transfer gain (loss)
and transfer fees.. 3,589 12,636 14,879 (6,027) 989 606
Transfers (to) from
the Guarantee Account
(note 1)............. 35,983 (12,929) 109,443 14,501 46,495 41,217
Interfund transfers... 269,462 863,455 1,831,317 1,299,658 395,097 2,601,676
----------- ---------- --------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... (60,227) 755,199 2,127,735 538,397 313,105 2,686,590
----------- ---------- --------- --------- --------- ---------
Increase (decrease) in
net assets........... 7,184,036 2,973,922 3,274,553 1,852,625 1,539,428 2,915,005
Net assets at beginning
of year................ 11,200,312 8,226,390 4,951,837 5,084,946 3,545,518 630,513
----------- ---------- --------- --------- --------- ---------
Net assets at end of
year................... $18,384,348 11,200,312 8,226,390 6,937,571 5,084,946 3,545,518
=========== ========== ========= ========= ========= =========
</TABLE>
F-37
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
------------------------------------------------------------
Flexible International
Income Growth
Portfolio Portfolio
--------------------------- -------------------------------
Year ended December 31, Year ended December 31,
--------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
--------- ------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 18,729 17,911 9,720 (28,206) 22,885 (8,218)
Net realized gain
(loss)............... 2,310 2,524 3,107 452,801 171,620 145,208
Unrealized
appreciation
(depreciation) on
investments.......... (20,012) 3,399 4,489 1,288,333 158,124 45,943
Capital gain
distributions........ 1,152 1,021 76 -- 7,791 2,276
--------- ------- ------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 2,179 24,855 17,392 1,712,928 360,420 185,209
--------- ------- ------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 9,934 5,245 21,946 18,930 36,145 60,001
Loan interest......... (42) (324) (28) 1,974 (617) (1,662)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- (11,677) --
Surrenders.......... -- (52,087) -- (13,011) (60,448) --
Loans............... 2,596 21,183 (30,720) (7,155) 4,516 (10,000)
Cost of insurance
and administrative
expense (note 3)... (4,230) (3,675) (1,977) (25,425) (24,306) (16,021)
Transfer gain (loss)
and transfer fees.. 225 (208) (429) (1,336) 59,856 12,507
Transfers (to) from
the Guarantee Account
(note 1)............. -- 85 3,243 -- 77,727 122,804
Interfund transfers... (85,330) 269,008 3,106 (913,181) 813,972 1,044,932
--------- ------- ------- --------- --------- ---------
Increase (decrease) in
net assets from
capital transactions... (76,847) 239,227 (4,859) (939,204) 895,168 1,212,561
--------- ------- ------- --------- --------- ---------
Increase (decrease) in
net assets........... (74,668) 264,082 12,533 773,724 1,255,588 1,397,770
Net assets at beginning
of year................ 436,086 172,004 159,471 3,043,406 1,787,818 390,048
--------- ------- ------- --------- --------- ---------
Net assets at end of
year................... $ 361,418 436,086 172,004 3,817,130 3,043,406 1,787,818
========= ======= ======= ========= ========= =========
</TABLE>
F-38
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
---------------------------------------
Capital
Appreciation
Portfolio
---------------------------------------
Period from
Year ended December 31, May 22,
-------------------------- December 31,
1999 1998 1997
------------- ----------- ------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense)...... $ (31,231) (5,716) (75)
Net realized gain (loss)............. 435,959 225,641 (7,519)
Unrealized appreciation
(depreciation) on investments....... 837,570 56,754 (582)
Capital gain distributions........... 10,754 -- --
------------- ---------- ------
Increase (decrease) in net assets from
operations............................ 1,253,052 276,679 (8,176)
------------- ---------- ------
From capital transactions:
Net premiums......................... 73,275 12,000 --
Loan interest........................ (1,142) -- --
Transfers (to) from the general
account of GE Life & Annuity:
Death benefits..................... -- -- --
Surrenders......................... (41,706) -- --
Loans.............................. (7,970) (37,337) --
Cost of insurance and
administrative expense (note 3)... (28,392) (8,261) (181)
Transfer gain (loss) and transfer
fees.............................. 119,454 (4,436) (24)
Transfers (to) from the Guarantee
Account (note 1).................... -- -- --
Interfund transfers.................. 1,353,094 677,289 20,306
------------- ---------- ------
Increase (decrease) in net assets from
capital transactions.................. 1,466,613 639,255 20,101
------------- ---------- ------
Increase (decrease) in net assets.... 2,719,665 915,934 11,925
Net assets at beginning of year........ 927,859 11,925 --
------------- ---------- ------
Net assets at end of year.............. $ 3,647,524 927,859 11,925
============= ========== ======
</TABLE>
F-39
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Neuberger & Berman Advisers Management Trust
--------------------------------------------------
Balanced Bond Growth
Portfolio Portfolio Portfolio
---------------- -------------- --------------
Period ended Period ended Period ended
December 11, December 11, December 11,
1997 1997 1997
---------------- -------------- --------------
<S> <C> <C> <C>
Increase (decrease) in net
assets
From operations:
Net investment income
(expense)............... $ 9,495 30,012 (9,747)
Net realized gain
(loss).................. 315,380 (3,318) 150,610
Unrealized appreciation
(depreciation) on
investments............. (146,827) (1,629) (55,310)
Capital gain
distributions........... 88,699 -- 64,488
---------------- ------------- -------------
Increase (decrease) in net
assets from operations.... 266,747 25,065 150,041
---------------- ------------- -------------
From capital transactions:
Net premiums.............. -- -- --
Loan interest............. (669) (2,301) (894)
Transfers (to) from the
general account of GE
Life & Annuity:
Death benefits........... -- -- --
Surrenders............... (19,398) -- --
Loans.................... (4,103) 53,065 (7,618)
Cost of insurance and
administrative expense
(note 3)................ (19,558) (5,054) (7,810)
Transfer gain (loss) and
transfer fees........... 669 (38,185) (1,185)
Interfund transfers....... (2,096,250) (670,024) (881,910)
---------------- ------------- -------------
Increase (decrease) in net
assets from capital trans-
actions................... (2,139,309) (662,499) (899,417)
---------------- ------------- -------------
Increase (decrease) in net
assets.................... (1,872,562) (637,434) (749,376)
Net assets at beginning of
year...................... 1,872,562 637,434 749,376
---------------- ------------- -------------
Net assets at end of year.. $ -- -- --
================ ============= =============
</TABLE>
F-40
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Salomon Brothers
Goldman Sachs Variable Insurance Trust Variable Series Funds Inc.
--------------------------------------------------- ---------------------------------
Strategic Bond Total Return
Growth and Income Fund Mid Cap Value Fund Fund Fund
------------------------- ------------------------- ---------------- ----------------
Period from Period from
October 6, June 25, Period from Period from
Year ended 1998 to Year ended 1998 to March 19, 1999 July 14, 1999
December 31, December 31, December 31, December 31, to December 31, to December 31,
1999 1998 1999 1998 1999 1999
------------ ------------ ------------ ------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense).... $ 118 37 (3,000) 425 (1,150) 115
Net realized gain (loss)........... 573 58 84,871 (16) (14,814) (8)
Unrealized appreciation
(depreciation) on investments..... (2,840) 49 (27,108) 196 (4,324) (424)
Capital gain distributions......... -- -- -- -- -- --
------- ----- ------- ------ ------- -----
Increase (decrease) in net assets
from operations..................... (2,149) 144 54,763 605 (20,288) (317)
------- ----- ------- ------ ------- -----
From capital transactions:
Net premiums....................... 1,250 -- 7,450 -- -- --
Loan interest...................... (86) -- 945 -- 227 --
Transfers (to) from the general
account of
GE Life & Annuity:
Death benefits
Surrenders....................... -- -- -- -- -- --
Loans............................ -- -- -- -- -- --
Cost of insurance and
administrative expense.......... -- -- -- -- 11,465 (134)
(note 3)....................... (497) (10) (2,968) (279) (2,472) (65)
Transfer gain (loss) and transfer
fees............................ (19) 63 35,817 116 (471) 1
Transfers (to) from the Guarantee
Account (note 1).................. -- -- 23,524 -- -- --
Interfund transfers................ 64,781 5,092 44,102 79,827 113,987 6,940
------- ----- ------- ------ ------- -----
Increase (decrease) in net assets
from capital transactions........... 65,429 5,145 108,870 79,664 122,736 6,742
------- ----- ------- ------ ------- -----
Increase (decrease) in net assets.. 63,280 5,289 163,633 80,269 102,448 6,425
Net assets at beginning of year...... 5,289 -- 80,269 -- -- --
------- ----- ------- ------ ------- -----
Net assets at end of year............ $68,569 5,289 243,902 80,269 102,448 6,425
======= ===== ======= ====== ======= =====
</TABLE>
F-41
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements
December 31, 1999
(1)Description of Entity
GE Life & Annuity Separate Account III, formerly Life of Virginia Separate
Account III, (the Account) is a separate investment account established in
1986 by GE Life and Annuity Assurance Company (GE Life & Annuity), formerly
The Life Insurance Company of Virginia, under the laws of the Commonwealth of
Virginia. The Account operates as a unit investment trust under the Investment
Company Act of 1940. The Account is used to fund certain benefits for variable
life insurance policies issued by GE Life & Annuity. GE Life & Annuity is a
stock life insurance company operating under a charter granted by the
Commonwealth of Virginia on March 21, 1871. A majority of the capital stock of
GE Life & Annuity is owned by General Electric Capital Assurance Company.
General Electric Capital Assurance Company and its parent, GE Financial
Assurance Holdings, Inc., are indirect, wholly-owned subsidiaries of General
Electric Capital Corporation (GE Capital). GE Capital, a diversified financial
services company, is a wholly-owned subsidiary of General Electric Company
(GE), a New York corporation.
In June 1999, a new investment subdivision was added to the Account. The
Premier Growth Equity Fund, which invests solely in a designated portfolio of
the GE Investment Funds, Inc., was added to the Account. The fund is a series
type mutual fund. Between 1997 and 1999, the Oppenheimer Variable Account
Capital Appreciation Fund changed its name to the Oppenheimer Variable Account
Aggressive Growth Fund/VA and the Oppenheimer Variable Account Growth Fund
changed its name to the Oppenheimer Variable Account Capital Appreciation
Fund/VA.
In October 1998, three new investment subdivisions were added to the
Account. The Investors Fund, Strategic Bond Fund, and the Total Return Fund
each invest solely in a designated portfolio of the Salomon Brothers Variable
Series Fund. All designated portfolios described above are series type mutual
funds. There were no amounts issued in the Investors Fund during 1998 or 1999.
In May 1998, three new investment subdivisions were added to the Account.
The U.S. Equity Fund invests solely in a designated portfolio of the GE
Investments Funds, Inc. The Growth and Income, and Mid Cap Value (formerly Mid
Cap Equity) Funds each invest solely in a designated portfolio of the Goldman
Sachs Variable Insurance Trust Fund. All designated portfolios described above
are series type mutual funds.
On December 12, 1997, the Account added the GE Investments Funds, Inc.--
Income Fund as a new investment subdivision and made the following
substitutions of shares held by the investment subdivisions:
<TABLE>
<CAPTION>
Before the Substitution After the Substitution
- ----------------------- ----------------------
<S> <C>
Shares of Money Market Portfolio-- Shares of Money Market Fund--
Variable Insurance Products Fund GE Investments Funds, Inc.
Shares of Money Fund-- Shares of Money Market Fund--
Oppenheimer Variable Account Funds GE Investments Funds, Inc.
Shares of Government Securities Fund-- Shares of Income Fund--
GE Investments Funds, Inc. GE Investments Funds, Inc.
Shares of Bond Portfolio-- Shares of Income Fund--
Neuberger & Berman Advisers Management GE Investments Funds, Inc.
Trust
Shares of High Income Portfolio-- Shares of High Income Fund--
Variable Insurance Products Fund Oppenheimer Variable Account Funds
Shares of Growth Portfolio-- Shares of Growth Portfolio--
Neuberger & Berman Advisers Management Variable Insurance Products Fund
Trust
Shares of Balanced Portfolio-- Shares of Balanced Portfolio--
Neuberger & Berman Advisers Management Janus Aspen Series
Trust
</TABLE>
The foregoing substitutions were carried out pursuant to an order of the
Securities and Exchange Commission (Commission) issued on December 11, 1997,
with the approval of any necessary department of insurance. The effect of such
a share substitution was to replace certain portfolios of Variable Insurance
Products Fund, Oppenheimer Variable Account Funds, GE Investments Funds, Inc.,
and Neuberger & Berman Advisers Management Trust with those of GE Investments
Funds, Inc., Oppenheimer Variable Account Funds, Variable Insurance Products
Fund, and Janus Aspen Series.
F-42
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(1)Description of Entity -- Continued
In May 1997, seven new investment subdivisions were added to the Account.
The Growth & Income Portfolio and Growth Opportunities Portfolio each invest
solely in a designated portfolio of the Variable Insurance Products Fund III.
The Global Income Fund and the Value Equity Fund each invest solely in a
designated portfolio of the GE Investments Funds, Inc. The Capital
Appreciation Portfolio invests solely in a designated portfolio of the Janus
Aspen Series. The Growth II Portfolio and the Large Cap Growth Portfolio each
invest solely in a designated portfolio of the PBHG Insurance Series Fund,
Inc. All designated portfolios described above are series type mutual funds.
For policies issued after May 1, 1995, some policyowners may transfer cash
values between the Account's portfolios and the Guarantee Account that is part
of the general account of GE Life & Annuity. Amounts transferred to the
Guarantee Account earn interest at the interest rate effective at the time of
such transfer and remain in effect for one year, after which a new rate may be
declared.
(2)Summary of Significant Accounting Policies
(a) Investments
Investments are stated at fair value which is based on the underlying net
asset value per share of the respective portfolios or funds. Purchases and
sales of investments are recorded on the trade date and income distributions
are recorded on the ex-dividend date. Realized gains and losses on investments
are determined on the average cost basis. The units and unit values are
disclosed as of the last business day in the applicable year or period.
The aggregate cost of the investments acquired and the aggregate proceeds
of investments sold, for the year or period ended December 31, 1999, were:
<TABLE>
<CAPTION>
Cost of Proceeds
Shares from
Fund/Portfolio Acquired Shares Sold
- -------------- ------------ ------------
<S> <C> <C>
GE Investments Funds, Inc.:
S&P 500 Index Fund................................. $ 8,074,508 7,214,880
Money Market Fund.................................. 142,550,663 137,813,632
Total Return Fund.................................. 252,045 423,194
International Equity Fund.......................... 95,821 53,745
Real Estate Securities Fund........................ 129,373 186,650
Global Income Fund................................. 8,053,103 7,879,226
Value Equity Fund.................................. 2,236,005 2,105,030
Income Fund........................................ 217,788 270,438
U.S. Equity Fund................................... 125,476 10,321
Premier Growth Equity Fund......................... 411,273 4,116
Oppenheimer Variable Account Funds:
Bond Fund/VA....................................... 4,664,510 5,368,442
Aggressive Growth Fund/VA.......................... 10,318,765 12,079,719
Capital Appreciation Fund/VA....................... 13,344,120 14,752,551
High Income Fund/VA................................ 5,801,753 9,370,017
Multiple Strategies Fund/VA........................ 409,651 632,184
</TABLE>
F-43
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Cost of Proceeds
Shares from
Fund/Portfolio Acquired Shares Sold
- -------------- ------------ -----------
<S> <C> <C>
Variable Insurance Products Fund:
Equity-Income Portfolio............................. $ 4,915,891 6,821,877
Growth Portfolio.................................... 22,585,871 23,276,357
Overseas Portfolio.................................. 7,307,789 9,133,870
Variable Insurance Products Fund II:
Asset Manager Portfolio............................. 1,254,832 2,225,955
Contrafund Portfolio................................ 4,543,326 5,813,319
Variable Insurance Products Fund III:
Growth & Income Portfolio........................... 5,056,011 4,659,241
Growth Opportunities Portfolio...................... 517,132 269,032
Federated Insurance Series:
American Leaders Fund II............................ 369,678 437,325
High Income Bond Fund II............................ 4,343,137 4,376,296
Utility Fund II..................................... 64,465 146,678
Alger American Fund:
Small Capitalization Portfolio...................... 6,407,968 7,157,866
Growth Portfolio.................................... 4,227,645 2,891,282
PBHG Insurance Series Fund, Inc.:
PBHG Large Cap Growth Portfolio..................... 285,430 150,633
PBHG Growth II Portfolio............................ 7,159,550 7,161,161
Janus Aspen Series:
Aggressive Growth Portfolio......................... 43,175,696 40,322,321
Growth Portfolio.................................... 4,678,348 3,905,156
Worldwide Growth Portfolio.......................... 7,097,136 7,336,085
Balanced Portfolio.................................. 2,045,928 1,567,384
Flexible Income Portfolio........................... 303,173 360,565
International Growth Portfolio...................... 5,200,086 6,170,402
Capital Appreciation Portfolio...................... 36,142,487 34,686,023
Goldman Sachs Variable Insurance Trust:
Growth and Income Fund.............................. 93,553 27,975
Mid Cap Value Fund.................................. 3,431,804 3,325,911
Salomon Brothers Variable Series Fund Inc.:
Strategic Bond Fund................................. 5,645,594 5,523,951
Total Return Fund................................... 7,094 234
</TABLE>
F-44
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
(b) Capital Transactions
The increase (decrease) of outstanding units from capital transactions for
the years or periods ended December 31, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
--------------------------------------------------------------
Real
S&P 500 Government Money Total International Estate
Index Securities Market Return Equity Securities
Fund Fund Fund Fund Fund Fund
------- ---------- -------- ------ ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Units outstanding at De-
cember 31, 1996........ 58,616 43,554 683,115 62,796 69,054 14,627
------- ------- -------- ------ ------- -------
From capital transac-
tions:
Net premiums.......... 918 705 888,521 1,582 69 3,906
Loan interest......... (15) (24) 1,522 3 (1) --
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... (56) -- -- (5,200) -- --
Surrenders.......... (1,568) (14,115) (4,893) (404) -- --
Loans............... (310) (1,284) (15,590) (1,334) 123 (1,039)
Cost of insurance
and administrative
expenses........... (770) (447) (7,485) (686) (623) (570)
Transfers (to) from
the Guarantee Ac-
count................ 1,030 15 (1,925) 1,924 -- 203
Interfund transfers... 35,756 (28,404) (795,469) 5,670 (48,010) 41,075
------- ------- -------- ------ ------- -------
Net increase (decrease)
in units from capital
transactions........... 34,985 (43,554) 64,681 1,555 (48,442) 43,575
------- ------- -------- ------ ------- -------
Units outstanding at De-
cember 31, 1997........ 93,601 -- 747,796 64,351 20,612 58,202
------- ------- -------- ------ ------- -------
From capital transac-
tions:
Net premiums.......... 10,503 -- 318,502 457 (63) 2,573
Loan interest......... (51) -- 939 (4) 3 (12)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... (776) -- (579) -- -- --
Surrenders.......... (3,536) -- (29,501) (5,534) -- (181)
Loans............... (258) -- (62,560) (1,140) (230) (955)
Cost of insurance
and administrative
expenses........... (1,578) -- (8,969) (602) 231 (703)
Transfers (to) from
the Guarantee Ac-
count................ 4,508 -- (3,439) 353 (1,473) 2,167
Interfund transfers... 38,024 -- (569,612) 1,764 1,669 (13,779)
------- ------- -------- ------ ------- -------
Net increase (decrease)
in units from capital
transactions........... 46,836 -- (55,219) (4,706) 137 (10,890)
------- ------- -------- ------ ------- -------
Units outstanding at De-
cember 31, 1998........ 140,437 -- 692,577 59,645 20,749 47,312
------- ------- -------- ------ ------- -------
From capital transac-
tions:
Net premiums.......... 4,635 -- 453,065 283 -- 593
Loan interest......... (80) -- 2,062 (23) -- (65)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... (12,655) -- (253,135) (4,209) -- (2,315)
Loans............... (319) -- (45,695) (167) -- (262)
Cost of insurance
and administrative
expenses........... (1,697) -- (9,438) (586) (244) (546)
Transfers (to) from
the Guarantee Ac-
count................ 27 -- -- 16 -- --
Interfund transfers... 32,129 -- 111,903 (2,341) 1,517 (2,972)
------- ------- -------- ------ ------- -------
Net increase (decrease)
in units from capital
transactions........... 22,040 -- 258,762 (7,027) 1,273 (5,567)
------- ------- -------- ------ ------- -------
Units outstanding at De-
cember 31, 1999........ 162,477 -- 951,339 52,618 22,022 41,745
======= ======= ======== ====== ======= =======
</TABLE>
F-45
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
----------------------------------------------
Global Value U.S. Premier
Income Equity Income Equity Growth Equity
Fund Fund Fund Fund Fund
------ ------ ------- ------ -------------
<S> <C> <C> <C> <C> <C>
Units outstanding at December
31, 1996...................... -- -- -- -- --
----- ------ ------- ------ ------
From capital transactions:
Net premiums................. -- 356 -- -- --
Loan interest................ -- -- -- -- --
Transfers (to) from the gen-
eral account of
GE Life & Annuity:
Death benefits............. -- -- -- -- --
Surrenders................. -- -- -- -- --
Loans...................... -- -- (240) -- --
Cost of insurance and ad-
ministrative expenses..... (2) (48) (74) -- --
Transfers (to) from the
Guarantee Account........... -- -- -- -- --
Interfund transfers.......... 1,338 18,848 122,212 -- --
----- ------ ------- ------ ------
Net increase (decrease) in
units from capital
transactions.................. 1,336 19,156 121,898 -- --
----- ------ ------- ------ ------
Units outstanding at December
31, 1997...................... 1,336 19,156 121,898 -- --
----- ------ ------- ------ ------
From capital transactions:
Net premiums................. -- 1,214 1 -- --
Loan interest................ -- (63) (366) -- --
Transfers (to) from the gen-
eral account of
GE Life & Annuity:
Death benefits............. -- -- -- -- --
Surrenders................. -- -- (252) -- --
Loans...................... -- (90) (2,123) -- --
Cost of insurance and ad-
ministrative expenses..... (25) (370) (1,466) (3) --
Transfers (to) from the
Guarantee Account........... -- -- 764 -- --
Interfund transfers.......... 1,172 18,643 19,037 955 --
----- ------ ------- ------ ------
Net increase (decrease) in
units from capital
transactions.................. 1,147 19,334 15,595 952 --
----- ------ ------- ------ ------
Units outstanding at December
31, 1998...................... 2,483 38,490 137,493 952 --
----- ------ ------- ------ ------
From capital transactions:
Net premiums................. 3 243 1,551 -- (1)
Loan interest................ -- (66) (457) -- --
Transfers (to) from the gen-
eral account of
GE Life & Annuity:
Death benefits............. -- -- -- -- --
Surrenders................. -- -- (8,378) -- --
Loans...................... 15 (445) (428) -- (30)
Cost of insurance and ad-
ministrative expenses..... (4) (525) (1,456) (46) (204)
Transfers (to) from the
Guarantee Account........... -- 1,886 1,928 -- --
Interfund transfers.......... 162 7,567 (2,666) 9,329 39,537
----- ------ ------- ------ ------
Net increase (decrease) in
units from capital
transactions.................. 176 8,660 (9,906) 9,283 39,302
----- ------ ------- ------ ------
Units outstanding at December
31, 1999...................... 2,659 47,150 127,587 10,235 39,302
===== ====== ======= ====== ======
</TABLE>
F-46
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
-------------------------------------------------------------
Aggressive Capital High Multiple
Money Bond Growth Appreciation Income Strategies
Fund Fund/VA Fund/VA Fund/VA Fund/VA Fund/VA
------- ------- ---------- ------------ ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Units outstanding at De-
cember 31, 1996........ 10,387 81,322 177,408 78,571 135,468 103,922
------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- 567 5,184 4,979 3,036 515
Loan interest......... -- 10 (15) (57) (20) (30)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- (83)
Surrenders.......... -- -- (182) -- (291) --
Loans............... -- (938) (2,466) (1,925) (949) 364
Cost of insurance
and administrative
expenses........... (104) (792) (2,250) (1,203) (1,459) (1,248)
Transfers (to) from
the Guarantee Ac-
count................ -- 465 2,796 2,441 -- 999
Interfund transfers... (10,283) 80,017 25,443 45,075 71,340 18,636
------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... (10,387) 79,329 28,510 49,310 71,657 19,153
------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1997........ -- 160,651 205,918 127,881 207,125 123,075
------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- 3,023 9,796 3,787 331 45
Loan interest......... -- 88 655 (82) (50) (40)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- (1,322) (854)
Surrenders.......... -- (3,818) (21,555) (4,162) (16,597) (6,487)
Loans............... -- (34) (58,985) (3,464) (993) (2,318)
Cost of insurance
and administrative
expenses........... -- (1,373) (7,454) (1,353) (1,787) (1,472)
Transfers (to) from
the Guarantee Ac-
count................ -- 399 693 1,693 812 1,351
Interfund transfers... -- (52,085) 47,191 63,068 5,503 4,993
------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... -- (53,800) (29,659) 59,487 (14,103) (4,782)
------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1998........ -- 106,851 176,259 187,368 193,022 118,293
------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- 934 1,328 925 212 1,302
Loan interest......... -- 137 (126) (79) (64) (7)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- (554) -- -- --
Surrenders.......... -- (1,554) (10,319) (17,001) (2,950) (6,514)
Loans............... -- (1,336) (3,056) (4,252) (3,614) (369)
Cost of insurance
and administrative
expenses........... -- (934) (1,687) (1,190) (1,595) (1,088)
Transfers (to) from
the Guarantee Ac-
count................ -- 284 199 -- 13 32
Interfund transfers... -- (32,896) (25,280) (71,462) (47,495) (8,763)
------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... -- (35,365) (39,495) (93,059) (55,493) (15,407)
------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1999........ -- 71,486 136,764 94,309 137,529 102,886
======= ======= ======= ======= ======= =======
</TABLE>
F-47
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Variable Insurance
Variable Insurance Products Fund Products Fund II
------------------------------------------------- --------------------
Money High Equity Asset
Market Income Income Growth Overseas Manager Contrafund
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Units outstanding at De-
cember 31, 1996........ 73,394 53,819 478,350 320,102 315,896 405,585 283,121
------- ------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- -- 8,841 6,684 600 3,583 9,027
Loan interest......... (523) -- (237) (259) (114) (180) (173)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- (749) (139) -- (5,411) (94)
Surrenders.......... (765) (6,032) (2,952) (2,453) (1,224) (325) (497)
Loans............... (1,169) (238) (4,978) (12,995) (6,601) (3,524) (6,225)
Cost of insurance
and administrative
expenses........... (526) (432) (6,220) (8,445) (2,771) (3,562) (3,816)
Transfers (to) from
the Guarantee
Account.............. -- -- 4,627 3,782 2,879 1,223 7,878
Interfund transfers... (70,411) (47,117) 12,774 3,763 (65,198) (2,171) 95,951
------- ------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... (73,394) (53,819) 11,106 (10,062) (72,429) (10,367) 102,051
------- ------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1997........ -- -- 489,456 310,040 243,467 395,218 385,172
------- ------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- -- 4,258 1,424 799 92 7,384
Loan interest......... -- -- (318) (483) (64) (276) (287)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- (1,780) (685) (1,283) (1,619) (1,038)
Surrenders.......... -- -- (6,479) (16,160) (9,040) (12,811) (935)
Loans............... -- -- (11,737) (15,030) (3,925) (9,503) (3,564)
Cost of insurance
and administrative
expenses........... -- -- (4,890) (3,495) (1,986) (3,990) (3,917)
Transfers (to) from
the Guarantee
Account.............. -- -- 3,580 2,834 (363) 2,750 3,497
Interfund transfers... -- -- (5,896) 13,096 12,401 6,154 41,115
------- ------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... -- -- (23,235) (18,499) (3,461) (19,203) 42,255
------- ------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1998........ -- -- 466,221 291,541 240,006 376,015 427,427
------- ------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- -- 839 3,218 754 84 2,850
Loan interest......... -- -- (355) (326) (99) (301) (344)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- (885) -- (948)
Surrenders.......... -- -- (14,522) (27,627) (7,933) (28,550) (21,891)
Loans............... -- -- (6,257) (3,276) (4,471) (2,115) (6,131)
Cost of insurance
and administrative
expenses........... -- -- (4,198) (2,672) (1,663) (3,578) (4,071)
Transfers (to) from
the Guarantee
Account.............. -- -- (3,506) 112 18 1,395 262
Interfund transfers... -- -- (37,767) (9,026) (64,727) (27,162) (30,229)
------- ------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... -- -- (65,766) (39,597) (79,006) (60,227) (60,502)
------- ------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1999........ -- -- 400,455 251,944 161,000 315,788 366,925
======= ======= ======= ======= ======= ======= =======
</TABLE>
F-48
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Variable Insurance Products Neuberger & Berman
Fund III Advisers Management Trust
-------------------------------- ------------------------------
Growth & Growth
Income Opportunities Balanced Bond Growth
Portfolio Portfolio Portfolio Portfolio Portfolio
------------- --------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Units outstanding at
December 31, 1996...... -- -- 114,320 52,241 49,204
------------- ------------- -------- ------- -------
From capital
transactions:
Net premiums.......... 1,078 1,677 -- -- --
Loan interest......... -- -- (36) (192) (49)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- --
Surrenders.......... -- -- (1,036) -- --
Loans............... -- -- (219) 4,440 (417)
Cost of insurance
and administrative
expenses........... (139) (149) (1,045) (423) (428)
Transfers (to) from
the Guarantee
Account.............. -- 271 -- -- --
Interfund transfers... 32,242 26,820 (111,984) (56,066) (48,310)
------------- ------------- -------- ------- -------
Net increase (decrease)
in units from capital
transactions........... 33,181 28,619 (114,320) (52,241) (49,204)
------------- ------------- -------- ------- -------
Units outstanding at
December 31, 1997...... 33,181 28,619 -- -- --
------------- ------------- -------- ------- -------
From capital
transactions:
Net premiums.......... 1,845 2,945 -- -- --
Loan interest......... (31) (10) -- -- --
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- --
Surrenders.......... -- -- -- -- --
Loans............... (252) -- -- -- --
Cost of insurance
and administrative
expenses........... (609) (383) -- -- --
Transfers (to) from
the Guarantee
Account.............. 1,097 649 -- -- --
Interfund transfers... 28,309 10,821 -- -- --
------------- ------------- -------- ------- -------
Net increase (decrease)
in units from capital
transactions........... 30,359 14,022 -- -- --
------------- ------------- -------- ------- -------
Units outstanding at
December 31, 1998...... 63,540 42,641 -- -- --
------------- ------------- -------- ------- -------
From capital
transactions:
Net premiums.......... 837 38 -- -- --
Loan interest......... (1) (6) -- -- --
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- --
Surrenders.......... (2,372) (1,140) -- -- --
Loans............... (661) (64) -- -- --
Cost of insurance
and administrative
expenses........... (1,112) (549) -- -- --
Transfers (to) from
the Guarantee
Account.............. 729 -- -- -- --
Interfund transfers... 27,874 17,414 -- -- --
------------- ------------- -------- ------- -------
Net increase (decrease)
in units from capital
transactions........... 25,294 15,693 -- -- --
------------- ------------- -------- ------- -------
Units outstanding at
December 31, 1999...... 88,834 58,334 -- -- --
============= ============= ======== ======= =======
</TABLE>
F-49
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
PBHG Insurance
Federated Insurance Series Alger American Fund Series Fund, Inc.
----------------------------- ------------------------ --------------------
American High Small PBHG Large PBHG
Leaders Income Bond Utility Capitalization Growth Cap Growth Growth II
Fund II Fund II Fund II Portfolio Portfolio Portfolio Portfolio
-------- ----------- ------- -------------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Units outstanding at December 31, 1996....... 1,606 50,680 17,985 111,215 125,545 -- --
------- ------- ------ ------- ------- ------ ------
From capital transactions:
Loan interest.............................. -- (91) (4) -- (24) -- --
Transfers (to) from the general account of
GE Life & Annuity:
Death benefits........................... -- -- -- -- -- -- --
Surrenders............................... -- -- -- (138) (266) -- --
Loans.................................... 16 (768) (2,368) (5,683) (3,238) -- --
Cost of insurance and administrative
expenses................................ (247) (600) (238) (1,990) (1,118) (11) (44)
Transfers (to) from the Guarantee Account.. 418 364 719 8,023 1,345 283 239
Interfund transfers........................ 26,797 95,909 7,319 16,471 7,897 2,446 8,006
------- ------- ------ ------- ------- ------ ------
Net increase (decrease) in units from capital
transactions................................ 34,250 97,733 5,428 26,536 5,852 2,718 8,640
------- ------- ------ ------- ------- ------ ------
Units outstanding at December 31, 1997....... 35,856 148,413 23,413 137,751 131,397 2,718 8,640
------- ------- ------ ------- ------- ------ ------
From capital transactions:
Net premiums............................... 5,835 1,842 1,248 4,733 3,551 (1) 424
Loan interest.............................. (14) (27) (48) (35) (66) -- (7)
Transfers (to) from the general account of
GE Life & Annuity:
Death benefits........................... -- -- -- (1,209) (1,398) -- --
Surrenders............................... -- -- -- (6,320) (3,136) (82) --
Loans.................................... (779) (954) (1,114) 2,007 (4,993) (18) --
Cost of insurance and administrative
expenses................................ (675) (936) (330) (1,753) (1,998) (54) (133)
Transfers (to) from the Guarantee Account.. 971 392 -- 2,095 2,530 -- 2,947
Interfund transfers........................ 20,774 (74,663) 4,692 112,713 45,241 (201) 255
------- ------- ------ ------- ------- ------ ------
Net increase (decrease) in units from capital
transactions................................ 26,112 (74,346) 4,448 112,231 39,731 (356) 3,486
------- ------- ------ ------- ------- ------ ------
Units outstanding at December 31, 1998....... 61,968 74,067 27,861 249,982 171,128 2,362 12,126
------- ------- ------ ------- ------- ------ ------
From capital transactions:
Net premiums............................... 3,371 1,529 (1) 3,927 2,689 433 264
Loan interest.............................. (5) (21) (31) (366) (102) 2 (25)
Transfers (to) from the general account of
GE Life & Annuity:
Death benefits........................... -- -- -- -- (1,165) -- --
Surrenders............................... -- (2,467) (751) -- (12,596) -- --
Loans.................................... (360) (6,501) (1,452) 288 (3,825) (48) (1,324)
Cost of insurance and administrative
expenses................................ (740) (1,180) (271) (2,117) (2,044) (123) (643)
Transfers (to) from the Guarantee Account.. 537 -- -- 982 22 -- --
Interfund transfers........................ (12,336) 557 (3,563) (87,931) 59,998 9,061 4,386
------- ------- ------ ------- ------- ------ ------
Net increase (decrease) in units from capital
transactions................................ (9,533) (8,083) (6,069) (85,217) 42,977 9,325 2,658
------- ------- ------ ------- ------- ------ ------
Units outstanding at December 31, 1999....... 52,435 65,984 21,792 164,765 214,105 11,687 14,784
======= ======= ====== ======= ======= ====== ======
</TABLE>
F-50
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Janus Aspen Series
-----------------------------------------------------------------------------
Aggressive Worldwide Flexible International Capital
Growth Growth Growth Balanced Income Growth Appreciation
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
---------- --------- --------- --------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Units outstanding at December 31, 1996..... 129,703 190,622 319,680 51,766 14,100 33,423 --
------- ------- ------- ------- ------ ------- -------
From capital transactions:
Net premiums............................. 4,146 6,158 19,120 2,260 1,522 4,872 --
Loan interest............................ (5) (37) (53) (3) (2) (135) --
Transfers (to) from the general account
of GE Life & Annuity:
Death benefits......................... -- -- (99) -- -- -- --
Surrenders............................. (22) (692) (308) (171) -- -- --
Loans.................................. (4,697) (6,214) (4,281) 1,907 (2,130) (812) --
Cost of insurance and administrative
expenses.............................. (1,702) (2,647) (4,547) (949) (137) (1,301) (9)
Transfers (to) from the Guarantee Account.. 2,380 5,134 6,252 2,912 225 9,973 --
Interfund transfers...................... 34,709 67,507 104,621 183,798 215 84,860 959
------- ------- ------- ------- ------ ------- -------
Net increase (decrease) in units from
capital transactions...................... 34,809 69,209 120,705 189,754 (307) 97,457 950
------- ------- ------- ------- ------ ------- -------
Units outstanding at December 31, 1997..... 164,512 259,831 440,385 241,520 13,793 130,880 950
------- ------- ------- ------- ------ ------- -------
From capital transactions:
Net premiums............................. 2,149 3,907 11,534 1,293 409 2,672 867
Loan interest............................ (102) (332) (131) (259) (25) (46) --
Transfers (to) from the general account
of GE Life & Annuity:
Death benefits......................... -- -- (2,881) (1,183) -- (863) --
Surrenders............................. (470) (6,229) (4,378) (338) (4,063) (4,468) --
Loans.................................. (1,267) (9,616) (4,057) (4,970) 1,652 334 (2,698)
Cost of insurance and administrative
expenses.............................. (1,289) (3,337) (4,595) (2,749) (287) (1,797) (597)
Transfers (to) from the Guarantee Account.. 425 1,109 (540) 2,947 7 5,745 --
Interfund transfers...................... (40,437) 18,470 36,057 25,041 20,985 60,164 48,939
------- ------- ------- ------- ------ ------- -------
Net increase (decrease) in units from
capital transactions...................... (40,991) 3,972 31,009 19,782 18,678 61,741 46,511
------- ------- ------- ------- ------ ------- -------
Units outstanding at December 31, 1998..... 123,521 263,803 471,394 261,302 32,471 192,621 47,461
------- ------- ------- ------- ------ ------- -------
From capital transactions:
Net premiums............................. 951 3,045 (14,576) 1,734 727 1,178 3,576
Loan interest............................ (122) (294) 445 (319) (3) 123 (56)
Transfers (to) from the general account
of GE Life & Annuity:
Death benefits......................... -- (856) 1,883 (1,042) -- -- --
Surrenders............................. (4,770) (12,134) 24,665 (16,600) -- (810) (2,035)
Loans.................................. (3,253) (4,155) 6,992 (14,729) 190 (445) (389)
Cost of insurance and administrative
expenses.............................. (1,672) (2,652) 10,281 (2,424) (310) (1,582) (1,386)
Transfers (to) from the Guarantee Account.. -- 130 (2,893) 629 -- -- --
Interfund transfers...................... 96,474 46,586 (21,666) 56,360 (6,244) (56,821) 66,036
------- ------- ------- ------- ------ ------- -------
Net increase (decrease) in units from
capital transactions...................... 87,608 29,670 5,131 23,609 (5,640) (58,357) 65,746
------- ------- ------- ------- ------ ------- -------
Units outstanding at December 31, 1999..... 211,129 293,473 476,525 284,911 26,831 134,264 113,207
======= ======= ======= ======= ====== ======= =======
</TABLE>
F-51
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Goldman Sachs
Variable Salomon Brothers
Insurance Variable Series
Trust Fund Inc.
-------------- ----------------
Growth Mid
and Cap Total
Income Value Strategic Return
Fund Fund Bond Fund Fund
------ ------ --------- ------
<S> <C> <C> <C> <C>
Units outstanding at December 31, 1996......... -- -- -- --
----- ------ ------ ---
From capital transactions:
Net premiums................................. -- -- -- --
Loan interest................................ -- -- -- --
Transfers (to) from the general account of GE
Life & Annuity:
Death benefits............................. -- -- -- --
Surrenders................................. -- -- -- --
Loans...................................... -- -- -- --
Cost of insurance and administrative
expenses.................................. -- -- -- --
Transfers (to) from the Guarantee Account.... -- -- -- --
Interfund transfers.......................... -- -- -- --
----- ------ ------ ---
Net increase (decrease) in units from capital
transactions.................................. -- -- -- --
----- ------ ------ ---
Units outstanding at December 31, 1997......... -- -- -- --
----- ------ ------ ---
From capital transactions:
Net premiums................................. -- -- -- --
Loan interest................................ -- -- -- --
Transfers (to) from the general account of GE
Life & Annuity:
Death benefits............................. -- -- -- --
Surrenders................................. -- -- -- --
Loans...................................... -- -- -- --
Cost of insurance and administrative
expenses.................................. -- (33) -- --
Transfers (to) from the Guarantee Account.... -- -- -- --
Interfund transfers.......................... 598 9,410 -- --
----- ------ ------ ---
Net increase (decrease) in units from capital
transactions.................................. 598 9,377 -- --
----- ------ ------ ---
Units outstanding at December 31, 1998......... 598 9,377 -- --
----- ------ ------ ---
From capital transactions:
Net premiums................................. 131 2,015 -- --
Loan interest................................ (9) 256 19 --
Transfers (to) from the general account of GE
Life & Annuity:
Death benefits............................. -- -- -- --
Surrenders................................. -- -- -- --
Loans...................................... -- -- 940 (12)
Cost of insurance and administrative
expenses.................................. (52) (803) (203) (6)
Transfers (to) from the Guarantee Account.... -- 6,364 -- --
Interfund transfers.......................... 6,777 11,931 9,347 624
----- ------ ------ ---
Net increase (decrease) in units from capital
transactions.................................. 6,847 19,763 10,103 606
----- ------ ------ ---
Units outstanding at December 31, 1999......... 7,445 29,140 10,103 606
===== ====== ====== ===
</TABLE>
F-52
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(c) Federal Income Taxes
The Account is not taxed separately because the operations of the Account
are part of the total operations of GE Life & Annuity. GE Life & Annuity is
taxed as a life insurance company under the Internal Revenue Code (the Code).
GE Life & Annuity is included in the General Electric Capital Assurance
Company consolidated federal income tax return. Under existing federal income
tax law, no taxes are payable on the investment income or on the capital gains
of the Account.
(d) Use of Estimates
Financial statements prepared in conformity with generally accepted
accounting principles require management to make estimates and assumptions
that affect amounts and disclosures reported therein. Actual results could
differ from those estimates.
(3) Related Party Transactions
The premiums transferred from GE Life & Annuity to the Account represent
gross premiums recorded by GE Life & Annuity on its variable life insurance
policies. During the first ten years following a premium payment, a charge is
deducted monthly at an effective annual rate of .50% of the premium payment
from the policy cash value to cover distribution expenses and premiums taxes.
If a policy is surrendered or lapses during the first nine years, a charge is
made by GE Life & Annuity to cover the expenses of issuing the policy. Subject
to certain limitations, the charge generally equals 6% of the premium
withdrawn in the first four years, and this charge decreases 1% per year for
every year thereafter. A charge equal to the lesser of $25 or 2% of the amount
paid on a partial surrender will be made to compensate GE Life & Annuity for
the costs incurred in connection with the partial surrender.
A charge based on the policy specified amount of insurance, death benefit
option, cash values, duration, the insured's sex, issue age and risk class is
deducted from the policy cash values each month to GE Life & Annuity for the
cost of insurance. In addition, GE Life & Annuity charges the Account for the
mortality and expense (M&E) risk that GE Life & Annuity assumes. This M&E
charge is deducted daily and equals the effective annual rate of .90% of the
net assets of the Account. GE Life & Annuity also charges the Account for
certain administrative charges which are deducted daily at the effective
annual rate of .40% of the net assets of the Account.
GE Investments Funds, Inc. (the Fund) is an open-end diversified management
investment company.
Capital Brokerage Corporation, an affiliate of GE Life & Annuity, is a
Washington Corporation registered with the Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. Capital Brokerage Corporation serves
as principal underwriter for variable life insurance policies and variable
annuities issued by GE Life & Annuity.
GE Investment Management Incorporated (Investment Advisor), a wholly-owned
subsidiary of GE, currently serves as investment advisor to GE Investments
Funds, Inc. As compensation for its services, the Investment Advisor is paid
an investment advisory fee by the Fund based on the average daily net assets
at an effective annual rate of .35% for the S&P 500 Index Fund, .50% for the
Money Market, Income, and Total Return Funds, 1.00% for the International
Equity Fund, .85% for the Real Estate Securities Fund, .60% for the Global
Income Fund, .55% for the U.S. Equity Fund and .65% for the Value Equity and
Premier Growth Equity Funds. Prior to May 1, 1997, Aon Advisors, Inc. served
as investment advisor to the Fund and was subject to the same compensation
arrangement as GE Investment Management Incorporated.
Certain officers and directors of GE Life & Annuity are also officers and
directors of Capital Brokerage Corporation.
F-53
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
(With Independent Auditors' Report Thereon)
F-54
<PAGE>
Independent Auditors' Report
The Board of Directors
GE Life and Annuity Assurance Company:
We have audited the accompanying consolidated balance sheets of GE Life and
Annuity Assurance Company and subsidiary as of December 31, 1999 and 1998, and
the related consolidated statements of income, shareholders' interest, and
cash flows for each of the years in the three-year period ended December 31,
1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion of these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GE Life
and Annuity Assurance Company and subsidiary as of December 31, 1999 and 1998,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
As discussed in note 15 to the consolidated financial statements, the
Company changed its method of accounting for insurance-related assessments in
1999.
/s/ KPMG LLP
Richmond, Virginia
January 21, 2000
F-55
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in millions, except per share amounts)
<TABLE>
<CAPTION>
December 31,
--------------------
1999 1998
--------- ---------
<S> <C> <C>
Assets
Investments:
Fixed maturities available-for-sale, at fair value....... $ 8,033.7 $ 7,022.8
Equity securities available-for-sale, at fair value:
Common stocks........................................... 9.2 6.1
Preferred stocks, non-redeemable........................ 23.9 48.3
Investment in subsidiary................................. 2.6 2.6
Mortgage loans, net of valuation allowance of $23.3 and
$20.9 at December 31, 1999 and 1998, respectively....... 810.5 745.8
Policy loans............................................. 58.5 204.4
Real estate owned........................................ 2.5 2.5
Other invested assets.................................... 141.5 130.8
--------- ---------
Total investments....................................... 9,082.4 8,163.3
--------- ---------
Cash...................................................... 21.2 11.1
Accrued investment income................................. 190.2 141.5
Deferred acquisition costs................................ 482.5 282.8
Intangible assets......................................... 472.8 458.3
Reinsurance recoverable................................... 72.4 68.9
Deferred income tax asset................................. 120.3 42.1
Other assets.............................................. 269.7 64.2
Separate account assets................................... 9,245.8 5,528.7
--------- ---------
Total Assets............................................ $19,957.3 $14,760.9
========= =========
Liabilities and Shareholders' Interest
Liabilities:
Future annuity and contract benefits..................... $ 9,063.0 $ 7,538.1
Liability for policy and contract claims................. 110.7 154.2
Other policyholder liabilities........................... 138.8 118.9
Accounts payable and accrued expenses.................... 193.3 127.2
Separate account liabilities............................. 9,245.8 5,528.7
--------- ---------
Total liabilities....................................... 18,751.6 13,467.1
--------- ---------
Shareholders' interest:
Net unrealized investment gains (losses)................. (134.2) 57.8
--------- ---------
Accumulated non-owner changes in equity.................. (134.2) 57.8
Preferred stock, Series A ($1,000 par value, $1,000
redemption and liquidation value, 200,000 shares
authorized, 120,000 shares issued and outstanding)...... 120.0 120.0
Common stock ($1,000 par value, 50,000 authorized, 25,651
shares issued and outstanding in 1999; 7,010 issued and
outstanding, 18,641 declared but not issued in 1998).... 25.6 25.6
Additional paid-in capital............................... 1,050.7 1,050.1
Retained earnings........................................ 143.6 40.3
--------- ---------
Total shareholders' interest............................ 1,205.7 1,293.8
--------- ---------
Total Liabilities and Shareholders' Interest............ $19,957.3 $14,760.9
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-56
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in millions)
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenues:
Net investment income............................. $ 638.2 $ 574.7 $ 562.7
Net realized investment gains..................... 12.0 29.6 19.0
Premiums.......................................... 123.9 123.1 171.8
Cost of insurance................................. 129.0 128.5 127.2
Variable product fees............................. 90.2 60.8 44.4
Other income...................................... 24.6 22.3 23.7
-------- ------- -------
Total revenues................................... 1,017.9 939.0 948.8
-------- ------- -------
Benefits and expenses:
Interest credited................................. 440.8 378.4 373.7
Benefits and other changes in policy reserves..... 214.7 178.4 217.2
Commissions....................................... 192.1 112.8 139.1
General expenses.................................. 124.7 111.0 92.2
Amortization of intangibles, net.................. 58.3 64.8 69.7
Change in deferred acquisition costs, net......... (179.1) (74.7) (112.6)
Interest expense.................................. 1.9 2.2 --
-------- ------- -------
Total benefits and expenses...................... 853.4 772.9 779.3
-------- ------- -------
Income before income taxes and cumulative effect
of accounting change............................ 164.5 166.1 169.5
Provision for income taxes......................... 56.6 60.3 62.1
-------- ------- -------
Income before cumulative effect of accounting
change.......................................... 107.9 105.8 107.4
-------- ------- -------
Cumulative effect of accounting change, net of
tax............................................... 5.0 -- --
-------- ------- -------
Net Income....................................... $ 112.9 $ 105.8 $ 107.4
======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-57
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INTEREST
(Dollar amounts in millions)
<TABLE>
<CAPTION>
Common Stock
Preferred Declared Accumulated
Stock Common Stock but not Issued Additional Non-owner Total
-------------- ------------- --------------- Paid-In Changes Retained Shareholders'
Shares Amount Shares Amount Shares Amount Capital in Equity Earnings Interest
------- ------ ------ ------ ------- ------ ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31,
1996................... -- -- 7,010 7.0 -- -- 1,060.6 25.8 85.7 1,179.1
Changes other than
transactions with
shareholders:
Net income............. -- -- -- -- -- -- -- -- 107.4 107.4
Net unrealized gains on
investment securities
(a)................... -- -- -- -- -- -- -- 61.9 -- 61.9
-------
Total changes other
than transactions with
shareholders.......... 169.3
Adjustment to reflect
purchase method........ -- -- -- -- -- -- (2.2) -- -- (2.2)
------- ----- ------ ---- ------- ----- ------- ------ ------ -------
Balances at December 31,
1997................... -- -- 7,010 7.0 -- -- 1,058.4 87.7 193.1 1,346.2
Changes other than
transactions with
shareholders:
Net income............. -- -- -- -- -- -- -- -- 105.8 105.8
Net unrealized losses
on investment
securities (a)........ -- -- -- -- -- -- -- (29.9) -- (29.9)
-------
Total changes other
than transactions with
shareholders.......... 75.9
Cash dividend declared
and paid............... -- -- -- -- -- -- -- -- (120.0) (120.0)
Preferred stock
dividend............... 120,000 120.0 -- -- -- -- -- -- (120.0) --
Common stock dividend
declared but not
issued................. -- -- -- -- 18,641 18.6 -- -- (18.6) --
Adjustment to reflect
purchase method........ -- -- -- -- -- -- (8.3) -- -- (8.3)
------- ----- ------ ---- ------- ----- ------- ------ ------ -------
Balances at December 31,
1998................... 120,000 120.0 7,010 7.0 18,641 18.6 1,050.1 57.8 40.3 1,293.8
Changes other than
transactions with
shareholders:
Net income............. -- -- -- -- -- -- -- -- 112.9 112.9
Net unrealized losses
on investment
securities (a)........ -- -- -- -- -- -- -- (192.0) -- (192.0)
-------
Total changes other
than transactions with
shareholders.......... (79.1)
Cash dividend declared
and paid............... -- -- -- -- -- -- -- -- (9.6) (9.6)
Common stock issued..... -- -- 18,641 18.6 (18,641) (18.6) -- -- -- --
Adjustment to reflect
purchase method........ -- -- -- -- -- -- 0.6 -- -- 0.6
------- ----- ------ ---- ------- ----- ------- ------ ------ -------
Balances at December 31,
1999................... 120,000 120.0 25,651 25.6 -- -- 1,050.7 (134.2) 143.6 1,205.7
======= ===== ====== ==== ======= ===== ======= ====== ====== =======
</TABLE>
- -------
(a) Presented net of deferred taxes of $72.2, $(31.1) and $(47.2) in 1999,
1998, and 1997, respectively.
See accompanying notes to consolidated financial statements.
F-58
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................... $ 112.9 $ 105.8 $ 107.4
--------- --------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Cost of insurance and surrender fees........ (169.5) (171.6) (170.7)
Increase in future policy benefits.......... 565.5 440.6 461.2
Net realized investment gains............... (12.0) (29.6) (19.0)
Amortization of investment premiums and
discounts.................................. (1.3) (1.3) 4.7
Amortization of intangibles................. 58.3 64.8 69.7
Deferred income tax expense (benefit)....... 25.0 29.5 (9.6)
Change in certain assets and liabilities:
Decrease (increase) in:
Accrued investment income................. (48.6) 1.5 (5.7)
Deferred acquisition costs................ (179.1) (74.7) (112.6)
Other assets, net......................... (200.1) (30.3) (14.3)
Increase (decrease) in:
Policy and contract claims................ (43.4) 18.0 36.4
Other policyholder liabilities............ 20.0 2.5 (0.4)
Accounts payable and accrued expenses..... 73.8 19.6 (113.3)
--------- --------- ---------
Total adjustments........................ 88.6 269.0 126.4
--------- --------- ---------
Net cash provided by operating
activities.............................. 201.5 374.8 233.8
--------- --------- ---------
Cash flows from investing activities:
Proceeds from sales and maturities of
investment securities and other invested
assets...................................... 1,702.2 2,238.0 992.3
Principal collected on mortgage loans........ 103.3 138.3 91.8
Proceeds collected from securitization....... 145.1 -- --
Purchase of investment securities and other
invested assets............................. (3,086.2) (2,685.4) (1,232.6)
Mortgage loans originations and increase in
policy loans................................ (170.4) (212.3) (121.5)
--------- --------- ---------
Net cash used in investing activities.... (1,306.0) (521.4) (270.0)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of investment
contracts................................... 4,717.6 2,280.0 1,961.9
Redemption and benefit payments on investment
contracts................................... (3,593.4) (2,016.2) (1,973.4)
Cash dividend to shareholders................ (9.6) (120.0) --
--------- --------- ---------
Net cash provided by (used in) financing
activities.............................. 1,114.6 143.8 (11.5)
--------- --------- ---------
Net increase (decrease) in cash and
equivalents............................. 10.1 (2.8) (47.7)
Cash and cash equivalents at beginning of
year......................................... 11.1 13.9 61.6
--------- --------- ---------
Cash and cash equivalents at end of year...... $ 21.2 $ 11.1 $ 13.9
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-59
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(1) Summary of Significant Accounting Policies
(a) Principles of Consolidation
The accompanying consolidated financial statements include the historical
operations and accounts of GE Life and Annuity Assurance Company and its
subsidiary, Assigned Settlements Inc. (collectively the "Company" or
"GELAAC"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
Effective January 1, 1999, an affiliated company, The Harvest Life
Insurance Company ("Harvest") merged into The Life Insurance Company of
Virginia ("LOV") with the merged Company renamed GE Life and Annuity Assurance
Company ("GELAAC"). Harvest's former parent, Federal Home Life Insurance
Company ("FHLIC"), received common stock of GELAAC in exchange for its
interest in Harvest. FHLIC is an indirect wholly-owned subsidiary of GE
Financial Assurance Holdings, Inc. ("GEFAHI"). As the merged entities were
under common control, the transaction has been accounted for similar to a
pooling of interests. Accordingly, the GELAAC consolidated financial
statements have been restated for the years ended December 31, 1998 and 1997
as if Harvest had been a part of LOV as of January 1, 1997.
The majority of GELAAC's outstanding common stock is owned by General
Electric Capital Assurance Company ("GECA"). GECA is a wholly-owned subsidiary
of GEFAHI, which is an indirect wholly-owned subsidiary of General Electric
Capital Corporation ("GECC"). GECC is an indirect wholly-owned subsidiary of
General Electric Company.
(b) Basis of Presentation
The accompanying consolidated financial statements have been prepared on
the basis of generally accepted accounting principles ("GAAP") for insurance
companies, which vary in several respects from accounting practices prescribed
or permitted by the Insurance Commissioner of the state where the Company is
domiciled. The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts and related disclosures. Actual results could differ from those
estimates.
(c) Products
The Company's product offerings are divided along two major segments of
consumer needs: (i) Wealth Accumulation and Transfer and (ii) Lifestyle
Protection and Enhancement.
The Company's principal product lines under the Wealth Accumulation and
Transfer segment are (i) annuities (deferred and immediate; either fixed or
variable); (ii) life insurance (universal, ordinary and group), (iii)
guaranteed investment contracts ("GICs") including funding agreements and (iv)
mutual funds. Wealth Accumulation and Transfer products are used by customers
as vehicles for accumulating wealth, often on a tax-deferred basis,
transferring wealth to beneficiaries, or providing a means to replace the
insured's income in the event of premature death. The Company's distribution
of Wealth Accumulation and Transfer products is accomplished through two
distribution methods: (i) intermediaries and (ii) career or dedicated sales
forces.
The Company's principal product lines under the Lifestyle Protection and
Enhancement segment are (i) long-term care insurance and (ii) supplemental
accident and health insurance. Lifestyle Protection and Enhancement products
are used by customers as vehicles to protect their income and assets from the
adverse economic impacts of significant health care costs or other
unanticipated events that cause temporary or permanent loss of earnings
capabilities (including the ability to repay certain indebtedness). The
Company's distribution of Lifestyle Protection and Enhancement products is
accomplished through two distribution methods: (i) intermediaries and (ii)
career or dedicated sales forces.
Approximately 17%, 20% and 27% of premium and annuity consideration
collected, in 1999, 1998, and 1997, respectively, came from customers residing
in the South Atlantic region of the United States, and approximately 17%, 27%
and 13% of premium and annuity consideration collected, in 1999, 1998, and
1997, respectively, came from customers residing in the Mid-Atlantic region of
the United States.
F-60
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(1) Summary of Significant Accounting Policies -- Continued
Although the Company markets its products through numerous distributors,
approximately 28%, 20% and 19% of the Company's sales in 1999, 1998, and 1997,
respectively, have been through two specific national stockbrokerage firms
(part of the Wealth Accumulation and Transfer segment.) Loss of all or a
substantial portion of the business provided by these stockbrokerage firms
could have a material adverse effect on the business and operations of the
Company. The Company does not believe, however, that the loss of such business
would have a long-term adverse effect because of the Company's competitive
position in the marketplace and the availability of business from other
distributors.
(d) Revenues
Investment income is recorded when earned. Realized investment gains and
losses are calculated on the basis of specific identification. Premiums on
long-duration insurance products are recognized as earned when due or, in the
case of life contingent immediate annuities, when the contracts are issued.
Premiums received under annuity contracts without significant mortality risk
and premiums received on universal life products are not reported as revenues
but as future annuity and contract benefits. Cost of insurance is charged to
universal life policyholders based upon at risk amounts, and is recognized as
revenue when due. Variable product fees are charged to variable annuity and
variable life policyholders based upon the daily net assets of the
policyholders' account values, and are recognized as revenue when charged.
Other income consists primarily of surrender charges on certain policies.
Surrender charges are recognized as income when the policy is surrendered.
(e) Investments
The Company has designated its fixed maturities (bonds, notes, mortgage-
backed securities, asset-backed securities, and redeemable preferred stock)
and equity securities (common and non-redeemable preferred stock) as
available-for-sale. The fair value for fixed maturities and equity securities
is based on individual quoted market prices, where available. For fixed
maturities not actively traded, fair values are estimated using values
obtained from independent pricing services or, in the case of private
placements, are estimated by discounting expected future cash flows using a
current market rate applicable to the credit quality, call features and
maturity of the investments, as applicable.
Changes in the market values of investments available-for-sale, net of the
effect on deferred policy acquisition costs, present value of future profits
and deferred federal income taxes are reflected as unrealized investment gains
or losses and, accordingly, have no effect on net income, but are shown as a
separate component of accumulated non-owner changes in equity in the
consolidated statements of shareholders' interest. Unrealized losses that are
considered other than temporary are recognized in earnings through an
adjustment to the amortized cost basis of the underlying securities.
Additionally, reserves for mortgage loans and certain other long-term
investments are established based on an evaluation of the respective
investment portfolio, past credit loss experience, and current economic
conditions. Writedowns and the change in reserves are included in realized
investment gains and losses in the consolidated statements of income. In
general, the Company ceases to accrue investment income when interest or
dividend payments are 90 days in arrears.
Investment income on mortgage-backed and asset-backed securities is
initially based upon yield, cash flow and prepayment assumptions at the date
of purchase. Subsequent revisions in those assumptions are recorded using the
retrospective method, whereby the amortized cost of the securities is adjusted
to the amount that would have existed had the revised assumptions been in
place at the date of purchase. The adjustments to amortized cost are recorded
as a charge or credit to investment income. Realized gains and losses are
accounted for on the specific identification method.
Mortgage loans and policy loans are carried at their unpaid principal
balance, net of allowances for estimated uncollectible amounts. Short-term
investments are carried at amortized cost which approximates fair value.
Equity securities are carried at fair value. Investments in limited
partnerships are accounted for under the equity method of accounting. Real
estate is carried generally at cost less accumulated depreciation. Other long-
term investments are carried generally at amortized cost.
F-61
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(1) Summary of Significant Accounting Policies -- Continued
Under certain securities lending transactions, the Company requires the
borrower provide collateral, consisting primarily of cash and government
securities, on a daily basis, in amounts equal to or exceeding 102% of the
market value of the applicable securities loaned.
(f) Deferred Acquisition Costs
Acquisition costs include costs and expenses which vary with and are
primarily related to the acquisition of insurance and investment contracts.
Deferred acquisition costs include first-year commissions in excess of
recurring renewal commissions, certain solicitation and printing costs, and
certain support costs such as underwriting and policy issue expenses. For
investment and universal life type contracts, amortization is based on the
present value of anticipated gross profits from investments, interest
credited, surrender and other policy charges, and mortality and maintenance
expenses. Amortization is adjusted retroactively when current or estimates of
future gross profits to be realized are revised. For other long-duration
insurance contracts, the acquisition costs are amortized in relation to the
estimated benefit payments or the present value of expected future premiums.
Deferred acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income, and, if not
considered recoverable, are charged to expense.
(g) Intangible Assets
Present Value of Future Profits -- In conjunction with the acquisition of
the Company, a portion of the purchase price was assigned to the right to
receive future gross profits arising from existing insurance and investment
contracts. This intangible asset, called present value of future profits
(PVFP), represents the actuarially determined present value of the projected
future cash flows from the acquired policies.
Goodwill -- Goodwill is amortized over a period of 20 years on the
straight-line method. Goodwill in excess of associated expected operating cash
flows is considered to be impaired and is written down to fair value. No such
write-downs have occurred.
(h) Federal Income Taxes
Deferred income taxes have been provided for the effects of temporary
differences between financial reporting and tax bases of assets and
liabilities and have been measured using the enacted marginal tax rates and
laws that are currently in effect.
(i) Reinsurance
Premium revenue, benefits, underwriting, acquisition and insurance expenses
are reported net of the amounts relating to reinsurance ceded to other
companies. Amounts due from reinsurers for incurred future claims are
reflected in the reinsurance recoverable asset. The cost of reinsurance is
accounted for over the terms of the related treaties using assumptions
consistent with those used to account for the underlying reinsured policies.
(j) Future Annuity and Contract Benefits
Future annuity and contract benefits consist of the liability for
investment contracts, insurance contracts and accident and health contracts.
Investment contract liabilities are generally equal to the policyholder's
current account value. The liability for insurance and accident and health
contracts is calculated based upon actuarial assumptions as to mortality,
morbidity, interest, expense and withdrawals, with experience adjustments for
adverse deviation where appropriate.
F-62
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(1) Summary of Significant Accounting Policies -- Continued
(k) Liability for Policy and Contract Claims
The liability for policy and contract claims represents the amount needed
to provide for the estimated ultimate cost of settling claims relating to
insured events that have occurred on or before the end of the respective
reporting period. The estimated liability includes requirements for future
payments of (a) claims that have been reported to the insurer, and (b) claims
related to insured events that have occurred but that have not been reported
to the insurer as of the date the liability is estimated.
(l) Separate Account Assets and Liabilities
The separate account assets and liabilities represent funds held for the
exclusive benefit of the variable annuity and variable life contract owners.
The Company receives mortality risk fees and administration charges from the
variable mutual fund portfolios. The separate account assets are carried at
fair value and are equivalent to the liabilities that represent the
policyholders' equity in those assets.
The Company has periodically transferred capital to the separate accounts
to provide for the initial purchase of investments in new mutual fund
portfolios. As of December 31, 1999, approximately $44.3 of the Company's
other invested assets related to its capital investments in the separate
accounts.
(m) Interest Rate Risk Management
As a matter of policy, the Company does not engage in derivatives trading,
market-making or other speculative activities.
The Company uses interest rate floors primarily to minimize risk on
investment contracts with minimum guaranteed interest rates. The Company
requires all interest rate floors to be designated and accounted for as hedges
of specific assets, liabilities or committed transactions; resulting payments
and receipts are recognized contemporaneously with effects of hedged
transactions. A payment or receipt arising from early termination of an
effective hedge is accounted for as an adjustment to the basis of the hedged
transaction.
Instruments used as hedges must be effective at reducing the risk
associated with the exposure being hedged and must be designated as a hedge at
the inception of the contract. Accordingly, changes in market values of hedged
instruments must be highly correlated with changes in market values of
underlying hedges items both at inception of the hedge and over the life of
the hedge contract. Any instrument designated but ineffective as a hedge is
marked to market and recognized in operations immediately.
(2) Investments
(a) General
The sources of investment income of the Company for the years ended
December 31, were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Fixed maturities..................................... $560.1 $489.8 $477.2
Equity securities.................................... -- 4.9 7.3
Mortgage loans....................................... 66.9 64.2 61.0
Policy loans......................................... 14.0 14.4 13.7
Other investments.................................... 2.5 6.7 9.0
------ ------ ------
Gross investment income.............................. 643.5 580.0 568.2
Investment expenses.................................. (5.3) (5.3) (5.5)
------ ------ ------
Net investment income................................ $638.2 $574.7 $562.7
====== ====== ======
</TABLE>
F-63
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(2) Investments -- Continued
For the years ended December 31, sales proceeds and gross realized
investment gains and losses from the sales of investment securities available-
for-sale were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ -------- ------
<S> <C> <C> <C>
Sales proceeds..................................... $590.3 $1,330.0 $483.6
====== ======== ======
Gross realized investment:
Gains............................................. 28.6 43.8 24.5
Losses............................................ (16.6) (14.2) (5.5)
------ -------- ------
Net realized investment gains...................... $ 12.0 $ 29.6 $ 19.0
====== ======== ======
</TABLE>
The additional proceeds from the investments presented in the consolidated
statements of cash flows result from principal collected on mortgage-backed
securities, asset-backed securities, maturities, calls and sinking fund
payments.
Net unrealized gains and losses on investment securities and other invested
assets classified as available-for-sale are reduced by deferred income taxes
and adjustments to the present value of future profits and deferred policy
acquisition costs that would have resulted had such gains and losses been
realized. Net unrealized gains and losses on available-for-sale investment
securities and other invested assets reflected as a separate component of
shareholders' interest as of December 31, are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------ ------
<S> <C> <C> <C>
Net unrealized gains/(losses) on available-for-sale
investment securities and other invested assets
before adjustments:
Fixed maturities.................................... $(245.0) $138.2 $192.2
Equity securities................................... (0.4) 5.5 14.6
Other invested assets............................... (4.1) 2.3 6.4
------- ------ ------
Subtotal........................................... (249.5) 146.0 213.2
------- ------ ------
Adjustments to the present value of future profits
and deferred acquisition costs 43.1 (57.1) (78.3)
Deferred income taxes................................ 72.2 (31.1) (47.2)
------- ------ ------
Net unrealized gains/(losses)...................... $(134.2) $ 57.8 $ 87.7
======= ====== ======
</TABLE>
At December 31, the amortized cost, gross unrealized gains and losses, and
fair values of the Company's fixed maturities and equity securities available-
for-sale were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Fair
1999 cost gains losses value
- ---- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Fixed maturities:
U.S. government and agency........... $ 9.8 $ 0.1 $ (0.2) $ 9.7
State and municipal.................. 1.5 -- -- 1.5
Non-U.S. government.................. 3.0 -- (0.2) 2.8
U.S. corporate....................... 4,936.3 21.4 (227.6) 4,730.1
Non-U.S. corporate................... 624.6 8.1 (17.8) 614.9
Mortgage-backed...................... 1,696.5 16.9 (27.4) 1,686.0
Asset-backed......................... 1,007.0 1.5 (19.8) 988.7
-------- ----- ------- --------
Total fixed maturities............. 8,278.7 48.0 (293.0) 8,033.7
Common stocks and non-redeemable
preferred stocks.................... 33.5 1.3 (1.7) 33.1
-------- ----- ------- --------
Total available-for-sale securities.. $8,312.2 $49.3 $(294.7) $8,066.8
======== ===== ======= ========
</TABLE>
F-64
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(2) Investments -- Continued
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Fair
1998 cost gains losses value
- ---- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Fixed maturites:
U.S. government and agency........... $ 66.3 $ 2.2 $ (0.1) $ 68.4
State and municipal.................. 1.6 0.4 -- 2.0
Non-U.S. government.................. 3.0 -- (0.4) 2.6
U.S. corporate....................... 4,223.8 142.2 (54.6) 4,311.4
Non-U.S. corporate................... 314.3 6.4 (9.0) 311.7
Mortgage-backed...................... 1,665.0 58 (9) 1,714.0
Asset-backed......................... 610.6 7.8 (5.7) 612.7
-------- ------ ------ --------
Total fixed maturities............. 6,884.6 217.0 (78.8) 7,022.8
Common stocks and non-redeemable
preferred stocks.................... 48.9 5.8 (0.3) 54.4
-------- ------ ------ --------
Total available-for-sale securities.. $6,933.5 $222.8 $(79.1) $7,077.2
======== ====== ====== ========
</TABLE>
The scheduled maturity distribution of the fixed maturity portfolio at
December 31, 1999 follows. Expected maturities may differ from scheduled
contractual maturities because issuers of securities may have the right to
call or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
--------- --------
<S> <C> <C>
Due in one year or less.................................. $ 332.4 $ 329.7
Due one year through five years.......................... 2,222.5 2,170.0
Due five years through ten years......................... 1,663.2 1,565.5
Due after ten years...................................... 1,357.1 1,293.8
-------- --------
Subtotals.............................................. 5,575.2 5,359.0
Mortgage-backed securities............................... 1,696.5 1,686.0
Asset-backed securities.................................. 1,007.0 988.7
-------- --------
Totals................................................. $8,278.7 $8,033.7
======== ========
</TABLE>
As required by law, the Company has investments on deposit with
governmental authorities and banks for the protection of policyholders of $5.9
and $10.8 as of December 31, 1999 and 1998, respectively.
As of December 31, 1999, approximately 26.1% and 16.1% of the Company's
investment portfolio is comprised of securities issued by the manufacturing
and financial industries, respectively, the vast majority of which are rated
investment grade, and which are senior secured bonds. No other industry group
comprises more than 10% of the Company's investment portfolio. This portfolio
is widely diversified among various geographic regions in the United States,
and is not dependent on the economic stability of one particular region.
As of December 31, 1999 the Company did not hold any fixed maturity
securities which exceeded 10% of shareholders' interest.
F-65
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(2) Investments -- Continued
The credit quality of the fixed maturity portfolio at December 31, follows.
The categories are based on the higher of the ratings published by Standard &
Poors or Moody's.
<TABLE>
<CAPTION>
1999 1998
---------------- ----------------
Fair Fair
value Percent value Percent
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Agencies and treasuries.................... $ 284.7 3.5% $ 536.0 7.6%
AAA/Aaa.................................... 2,080.7 25.9 1,696.1 24.2
AA/Aa...................................... 461.7 5.7 415.2 5.9
A/A........................................ 1,807.5 22.5 1,388.8 19.8
BBB/Baa.................................... 2,078.2 25.9 1,980.8 28.2
BB/Ba...................................... 368.2 4.6 401.5 5.7
B/B........................................ 191.6 2.4 188.5 2.7
CCC/Ca..................................... 0.7 0.0 -- --
CC/Ca...................................... 0.1 0.0 -- --
Not rated.................................. 760.3 9.5 415.9 5.9
-------- ----- -------- -----
Totals..................................... $8,033.7 100.0% $7,022.8 100.0%
======== ===== ======== =====
</TABLE>
Bonds with ratings ranging from AAA/Aaa to BBB-/Baa are generally regarded
as investment grade securities. Some agencies and treasuries (that is, those
securities issued by the United States government or an agency thereof) are
not rated, but all are considered to be investment grade securities. Finally,
some securities, such as private placements, have not been assigned a rating
by any rating service and are therefore categorized as "not rated." This has
neither positive nor negative implications regarding the value of the
security.
At December 31, 1999 and 1998, there were fixed maturities in default with
a fair value of $1.0 and $4.5, respectively.
(b) Mortgage and Real Estate Portfolio
The Company's mortgage and real estate portfolio is distributed by
geographic location and type. However, the Company has concentration exposures
in certain regions and in certain types as shown in the following two tables.
Geographic distribution as of December 31, 1999:
<TABLE>
<CAPTION>
Mortgage Real Estate
-------- -----------
<S> <C> <C>
South Atlantic.......................................... 30.0% 100.0%
Pacific................................................. 26.0 --
East North Central...................................... 15.0 --
West South Central...................................... 10.0 --
Mountain................................................ 5.0 --
Other................................................... 14.0 --
----- -----
Totals.................................................. 100.0% 100.0%
===== =====
</TABLE>
F-66
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(2) Investments -- Continued
Type distribution as of December 31, 1999:
<TABLE>
<CAPTION>
Mortgage Real Estate
-------- -----------
<S> <C> <C>
Office Building......................................... 22.0% -- %
Retail.................................................. 30.0 100.0
Industrial.............................................. 23.0 --
Apartments.............................................. 15.0 --
Other................................................... 10.0 --
----- -----
Totals.................................................. 100.0% 100.0%
===== =====
</TABLE>
"Impaired" loans are defined under generally accepted accounting principles
as loans for which it is probable that the lender will be unable to collect
all amounts due according to the original contractual terms of the loan
agreement. That definition excludes, among other things, leases or large
groups of smaller-balance homogenous loans, and therefore applies principally
to the Company's commercial loans.
Under these principles, the Company has two types of "impaired" loans as of
December 31, 1999 and 1998: loans requiring allowances for losses and loans
expected to be fully recoverable because the carrying amount has been reduced
previously through charge-offs or deferral of income recognition ($12.5 and
$11.3, respectively). There was no allowance for losses on these loans as of
December 31, 1999 or 1998. Average investment in impaired loans during 1999,
1998 and 1997 was $15.0, $20.0 and $23.0 and interest income earned on these
loans while they were considered impaired was $2.6, $1.8 and $2.0 for the
years ended 1999, 1998 and 1997, respectively.
The following table shows the activity in the allowance for losses during
the years ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Balance on January 1...................................... $20.9 $17.7 $21.0
Provision charged to operations........................... 1.6 1.5 1.4
Amounts written off, net of recoveries.................... 0.8 1.7 (4.7)
----- ----- -----
Balance at December 31.................................... $23.3 $20.9 $17.7
===== ===== =====
</TABLE>
The allowance for losses on mortgage loans at December 31, 1999 and 1998
represented 2.8% and 2.7% of gross mortgage loans, respectively.
The Company had $4.5 and $5.6 of non-income producing mortgage loan
investments as of December 31, 1999 and 1998 respectively.
(3) Deferred Acquisition Costs
Activity impacting deferred policy acquisition costs for the years ended
December 31, was as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Unamortized balance -- at January 1................ $296.1 $221.4 $108.8
Costs deferred..................................... 218.9 107.0 130.6
Amortization, net.................................. (39.8) (32.3) (18.0)
------ ------ ------
Unamortized balance -- at December 31.............. 475.2 296.1 221.4
Cumulative effect of net unrealized investment
(gains) losses.................................... 7.3 (13.3) (14.8)
------ ------ ------
Balance at December 31............................. $482.5 $282.8 $206.6
====== ====== ======
</TABLE>
F-67
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(4) Intangibles
(a) Present Value of Future Profits
PVFP reflects the estimated fair value of the Company's life insurance
business in-force and represents the portion of the cost to acquire the
Company that is allocated to the value of the right to receive future cash
flows from investment and insurance contracts existing at the date of
acquisition. Such value is the present value of the actuarially determined
projected cash flows for the acquired policies discounted at an appropriate
rate.
PVFP is amortized, net of accreted interest, in a manner similar to the
amortization of deferred acquisition costs. Interest accretes at rates
credited to policyholders on underlying contracts. Recoverability of PVFP is
evaluated periodically by comparing the current estimate of expected future
gross profits to the unamortized asset balance. If such a comparison indicates
that the expected gross profits will not be sufficient to recover PVFP, the
difference is charged to expense.
PVFP is further adjusted to reflect the impact of unrealized gains or
losses on fixed maturities classified as available for sale in the investment
portfolios. Such adjustments are not recorded in the Company's net income but
rather as a credit or charge to shareholders' interest, net of applicable
income tax.
The components of PVFP are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Unamortized balance -- at January 1................ $367.0 $426.9 $487.9
Interest accreted at 7.19%, 6.25% and 6.75% for
1999, 1998, and 1997, respectively................ 21.9 24.0 28.4
Amortization....................................... (74.1) (83.9) (89.4)
------ ------ ------
Unamortized balance -- at December 31.............. 314.8 367.0 426.9
Cumulative effect of net unrealized investment
(gains) losses.................................... 35.8 (43.8) (63.5)
------ ------ ------
Balance at December 31............................. $350.6 $323.2 $363.4
====== ====== ======
</TABLE>
The estimated percentage of the December 31, 1999 balance, before the
effect of unrealized investment gains or losses, to be amortized over each of
the next five years is as follows:
<TABLE>
<S> <C>
2000................................... 14.7%
2001................................... 12.4
2002................................... 10.2
2003................................... 8.5
2004................................... 7.2
</TABLE>
(b) Goodwill
Goodwill represents the excess of purchase price over the fair value of the
assets acquired, less the fair value of the liabilities assumed which has been
pushed-down to the consolidated financial statements by the Company's parent.
Adjustments to the purchase price related to pre-acquisition contingencies are
recorded as adjustments to goodwill in the period in which they are resolved.
At December 31, 1999 and 1998, total unamortized goodwill was $121.4 and
$134.2, respectively, which is shown net of accumulated amortization and
adjustments of $36.1 and $50.9 for the years ended December 31, 1999 and 1998,
respectively. Goodwill amortization was $6.0, $4.9, and $8.7 for the years
ending December 31, 1999, 1998 and 1997, respectively. Adjustments to goodwill
totaled ($6.8), ($27.6) and ($1.9) for the years ending December 31, 1999,
1998 and 1997, respectively.
(5) Reinsurance and Claim Reserves
GELAAC is involved in both the cession and assumption of reinsurance with
other companies. Although these reinsurance agreements contractually obligate
the reinsurers to reimburse the Company, they do not discharge the
F-68
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(5) Reinsurance and Claim Reserves -- Continued
Company from its primary liabilities and the Company remains liable to the
extent that the reinsuring companies are unable to meet their obligations.
In order to limit the amount of loss retention, certain policy risks are
reinsured with other insurance companies. The maximum of individual ordinary
life insurance normally retained by the Company on any one life policy is $1.
The Company does not have significant reinsurance contracts with any one
reinsurer that could have a material impact on its results of operations.
A summary of reinsurance activity is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Direct............................................... $348.0 $427.5 $412.7
Assumed.............................................. 17.9 19.2 20.7
Ceded................................................ (113.0) (195.1) (134.4)
------ ------ ------
Net premiums earned.................................. $252.9 $251.6 $299.0
------ ------ ------
Percentage of amount assumed to net.................. 7% 8% 7%
====== ====== ======
</TABLE>
Due to the nature of the Company's insurance contracts, premiums earned
approximate premiums written. The above premium amounts include cost of
insurance charges on universal life policies.
During 1998 and 1997, a significant portion of GELAAC's ceded premiums
related to group life and health premiums. During 1998 and 1997, GELAAC was
the primary carrier for the State of Virginia employees group life and health
plan. By statute, GELAAC had to reinsure these risks with other Virginia
domiciled companies who wished to participate.
Incurred losses and loss adjustment expenses are net of reinsurance of
$68.2, $112.4 and $85.6 for the years ended December 31, 1999, 1998 and 1997,
respectively.
(6) Future Annuity and Contract Benefits
(a) Investment Contracts
Investment contracts are broadly defined to include contracts without
significant mortality or morbidity risk. Payments received from sales of
investment contracts are recognized by providing a liability equal to the
current account value of the policyholder's contracts. Interest rates credited
to investment contracts are guaranteed for the initial policy term with
renewal rates determined as necessary by management.
(b) Insurance Contracts
Insurance contracts are broadly defined to include contracts with
significant mortality and/or morbidity risk. The liability for future benefits
of insurance contracts is the present value of such benefits based on
mortality, morbidity, and other assumptions which were appropriate at the time
the policies were issued or acquired. These assumptions are periodically
evaluated for potential premium deficiencies. Reserves for cancelable accident
and health insurance are based upon unearned premiums, claims incurred but not
reported, and claims in the process of settlement. This estimate is based on
the experience of the insurance industry and the Company, adjusted for current
trends. Any changes in the estimated liability are reflected in income as the
estimates are revised.
F-69
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(6) Future Annuity and Contract Benefits -- Continued
The following chart summarizes the major assumptions underlying the
Company's recorded liabilities for future annuity and contract benefits:
<TABLE>
<CAPTION>
Mortality/ December 31,
Withdrawal Morbidity Interest Rate -----------------
Assumption Assumption Assumption 1999 1998
------------------ ---------- ------------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Contracts.... N/A N/A N/A $6,891.1 $5,416.2
Limited-payment
Contracts.............. None (a) 4.0-9.3% 16.3 14.4
Traditional life
insurance contracts.... Company Experience (b) 7.1% 380.8 381.5
Universal life-type
contracts.............. N/A N/A N/A 1,730.2 1,684.7
Accident & Health....... Company Experience (c) 3.5-7.5% 44.6 41.3
-------- --------
Total future annuity and
contract benefits...... $9,063.0 $7,538.1
======== ========
</TABLE>
- -------
(a) Either the United States Population Table, 1983 Group Annuitant Mortality
Table or 1983 Individual Annuitant Mortality Table.
(b) Principally modifications of the 1965-70 or 1975-80 Select and Ultimate
Tables.
(c) The 1958 Commissioner's Standard Ordinary Table and 1964 modified and 1987
Commissioner's Disability Tables.
(7) Income Taxes
GELAAC and its subsidiary have been included in the life insurance company
consolidated federal income tax return of GECA and are also subject to a
separate tax-sharing agreement, as approved by state insurance regulators, the
provisions of which are substantially the same as the tax-sharing agreement
with GE Capital. As such the Company is not at risk for income taxes nor
entitled to recoveries related to post-acquisition periods.
The total provision for income taxes at December 31, consisted of the
following components:
<TABLE>
<CAPTION>
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Current federal income tax provision ..................... $29.3 $29.2 $69.1
Deferred federal income tax provision (benefit)........... 24.9 28.7 (9.5)
----- ----- -----
Subtotal-federal provision.............................. 54.2 57.9 59.6
Current state income tax provision ....................... 2.3 1.6 2.6
Deferred state income tax provision (benefit)............. 0.1 0.8 (0.1)
----- ----- -----
Subtotal-state provision................................ 2.4 2.4 2.5
----- ----- -----
Total income tax provision.............................. $56.6 $60.3 $62.1
===== ===== =====
</TABLE>
The reconciliation of the federal statutory rate to the effective income
tax rate at December 31, is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Statutory U.S. federal income tax rate..................... 35.0% 35.0% 35.0%
State income tax........................................... 0.5 0.5 0.5
Non-deductible goodwill amortization....................... 1.2 1.0 1.7
Dividends received deduction............................... (1.1) (0.2) --
Other, net................................................. (1.2) -- (0.5)
---- ---- ----
Effective rate........................................... 34.4% 36.3% 36.7%
==== ==== ====
</TABLE>
F-70
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(7) Income Taxes -- Continued
The components of the net deferred income tax asset at December 31 are as
follows:
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Assets:
Insurance reserve amounts.................................... $149.0 $159.5
Investments.................................................. 10.7 --
Net unrealized investment losses on investment securities.... 72.2 --
Other........................................................ 22.2 7.7
------ ------
Total deferred tax assets................................... 254.1 167.2
------ ------
Liabilities:
Net unrealized investment gains on investment securities..... -- 31.1
Investments.................................................. -- 15.9
Present value of future profits.............................. 59.6 67.1
Deferred acquisition costs................................... 74.2 11.0
------ ------
Total deferred tax liabilities.............................. 133.8 125.1
------ ------
Net deferred income tax asset............................... $120.3 $ 42.1
====== ======
</TABLE>
Based on an analysis of the Company's tax position, management believes it
is more likely than not that the results of future operations and
implementation of tax planning strategies will generate sufficient taxable
income enabling the Company to realize remaining deferred tax assets.
Accordingly, no valuation allowance for deferred tax assets is deemed
necessary.
The Company paid $41.8, $25.6 and $70.6, for federal and state income taxes
for the years ended December 31, 1999, 1998 and 1997, respectively.
(8) Related Party Transactions
GELAAC pays investment advisory fees and other fees to affiliates. Amounts
incurred for these items aggregated $14.8, $11.5 and $11.9 for the years ended
December 31, 1999, 1998 and 1997, respectively. GELAAC charges affiliates for
certain services and for the use of facilities and equipment which aggregated
$45.1, $19.1 and $4.6, for the years ended December 31, 1999, 1998 and 1997,
respectively.
GELAAC pays interest on outstanding amounts under a credit funding
agreement with GNA Corporation, the parent company of GECA. Interest expense
under this agreement was $1.9 and $2.2 with no outstanding borrowings at
December 31, 1999 and $64.3 outstanding at December 31, 1998.
During 1998, GELAAC sold $18.5 of third-party preferred stock investments
to an affiliate. This resulted in a gain on sale of $3.9, which is included in
net realized investment gains.
(9) Commitments and Contingencies
(a) Mortgage Loan Commitments
GELAAC has certain investment commitments to provide fixed-rate loans. The
investment commitments, which would be collateralized by related properties of
the underlying investments, involve varying elements of credit and market
risk. Investment commitments outstanding as of December 31, 1999 and 1998,
totaled $30.8 and $75.9, respectively.
(b) Guaranty Association Assessments
The Company is required by law to participate in the guaranty associations
of the various states in which they do business. The state guaranty
associations ensure payment of guaranteed benefits, with certain restrictions,
to policyholders of impaired or insolvent insurance companies by assessing all
other companies involved in similar lines of business.
F-71
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(9) Commitments and Contingencies -- Continued
There are currently several unrelated insurance companies which had
substantial amounts of annuity business in the process of liquidation or
rehabilitation. The Company paid assessments of $.1, $3.1, and $4.6 to various
state guaranty associations during 1999, 1998 and 1997, respectively. At
December 31, 1999 and 1998, accounts payable and accrued expenses include $4.1
and $17.8, respectively, related to estimated future payments.
(c) Litigation
The Company and its subsidiary are defendants in various cases of
litigation considered to be in the normal course of business. The Company
believes that the outcome of such litigation will not have a material effect
on its financial position or results of operations.
(10) Fair Value of Financial Instruments
The Company has no derivative financial instruments as of December 31, 1999
and 1998 other than mortgage loan commitments of $53.0 and $83.8 and interest
rate floors of $13.9 and $17.2, respectively. The notional value of the
interest rate floors at December 31, 1999 and 1998, was $1,800 and the floors
expire from September 2003 to October 2003.
The fair values of financial instruments presented in the applicable notes
to the Company's consolidated financial statements are estimates of the fair
values at a specific point in time using available market information and
valuation methodologies considered appropriate by management. These estimates
are subjective in nature and involve uncertainties and significant judgment in
the interpretation of current market data. Therefore, the fair values
presented are not necessarily indicative of amounts the Company could realize
or settle currently. The Company does not necessarily intend to dispose of or
liquidate such instruments prior to maturity.
Financial instruments that, as a matter of accounting policy, are reflected
in the accompanying consolidated financial statements at fair value are not
included in the following disclosures. Such items include fixed maturities,
equity securities and certain other invested assets. The carrying value of
policy loans and short-term investments approximate fair value at both
December 31, 1999 and 1998.
At December 31, the carrying amounts and fair value of the Company's
financial instruments were as follows:
<TABLE>
<CAPTION>
1999 1998
----------------- -----------------
Carrying Fair Carrying Fair
amount value amount value
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Mortgage loans.......................... $ 810.5 $ 819.4 $ 745.8 $ 828.3
Investment type insurance contracts..... 6,891.1 6,849.8 5,416.2 5,441.8
Interest rate floors.................... 13.9 1.2 17.2 12.5
</TABLE>
The fair value of mortgage loans is estimated by discounting the estimated
future cash flows using interest rates applicable to current loan origination,
adjusted for credit risk.
The estimated fair value of investment contracts is the amount payable on
demand (cash surrender value) for deferred annuities and the net present value
based on interest rates currently offered on similar contracts for non-life
contingent immediate annuities. Fair value disclosures are not required for
insurance contracts.
F-72
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(11) Restrictions on Dividends
Insurance companies are restricted by states as to the aggregate amount of
dividends they may pay to their parent in any consecutive twelve-month period
without regulatory approval. Generally, dividends may be paid out of earned
surplus without approval with thirty days prior written notice within certain
limits. The limits are generally based on 10% of the prior year surplus (net
of adjustments in some cases) and prior year statutory income (net gain from
operations, net income adjusted for realized capital gains, or net investment
income). Dividends in excess of the prescribed limits or the Company's earned
surplus require formal state insurance commission approval. The maximum
dividend payout which may be made without prior approval in 2000 is $54.2.
On December 3, 1998, the Company received approval from the Commonwealth of
Virginia for, and declared, a dividend payable in cash, preferred stock and/or
common stock at the election of each shareholder. GEFAHI elected to receive
cash and preferred stock and GECA elected to receive common stock. A cash
dividend of $120 was paid and a Series A preferred stock dividend of $120 was
issued to GEFAHI on December 15, 1998. The Series A preferred stock has a par
value of $1,000 per share, is redeemable at par at the Company's election, and
is not subject to call penalties. Dividends on the preferred stock are
cumulative and payable semi-annually at the annual rate of 8.0% of the par
value. The Series A preferred stock is not convertible into any other security
of the Company, and the holders thereof have no voting rights except with
respect to any proposed changes in the preferences and special rights of such
stock. GECA received its dividend in the form of 18,641 shares of newly issued
common stock in 1999.
(12) Supplementary Financial Data
The Company files financial statements with state insurance regulatory
authorities and the National Association of Insurance Commissioners ("NAIC")
that are prepared on an accounting basis prescribed by such authorities
(statutory basis). Statutory accounting practices differ from GAAP in several
respects, causing differences in reported net income and shareholders'
interest. Permitted statutory accounting practices encompass all accounting
practices not so prescribed but that have been specifically allowed by state
insurance authorities. The Company has no significant permitted accounting
practices.
At December 31, statutory net income and statutory capital and surplus is
summarized below:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Statutory net income................................... $ 70.8 $ 70.1 $ 80.9
Statutory capital and surplus.......................... $542.5 $577.5 $600.0
</TABLE>
The NAIC adopted Risk Based Capital ("RBC") requirements to evaluate the
adequacy of statutory capital and surplus in relation to risks associated with
(i) asset quality, (ii) insurance risk, (iii) interest rate risk, and (iv)
other business factors. The RBC formula is designated as an early warning tool
for the states to identify possible under-capitalized companies for the
purpose of initiating regulatory action. In the course of operations, the
Company periodically monitors its RBC level. At December 31, 1999 and 1998,
the Company exceeded the minimum required RBC levels.
(13) Operating Segment Information
The Company conducts its operations through two business segments: (1)
Wealth Accumulation and Transfer, comprised of products intended to increase
the policyholder's wealth, transfer wealth to beneficiaries or provide a means
for replacing the income of the insured in the event of premature death, and
(2) Lifestyle Protection and Enhancement, comprised of products intended to
protect accumulated wealth and income from the financial drain of unforeseen
events. See Note (1)(c) for further discussion of the Company's principal
product lines within these two segments.
F-73
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(13) Operating Segment Information -- Continued
The following is a summary of industry segment activity for 1999, 1998 and
1997:
<TABLE>
<CAPTION>
Wealth Lifestyle
Accumulation & Protection
1999 -- Segment Data Transfer & Enhancement Consolidated
- -------------------- -------------- ------------- ------------
<S> <C> <C> <C>
Net investment income................ $ 634.2 $ 4.0 $ 638.2
Net realized investment gains........ 12.0 -- 12.0
Premiums............................. 67.8 56.1 123.9
Other revenues....................... 243.6 0.2 243.8
--------- ------ ---------
Total revenues..................... 957.6 60.3 1,017.9
--------- ------ ---------
Interest credited, benefits, and
other changes in policy reserves.... 617.0 38.5 655.5
Commissions.......................... 179.7 12.4 192.1
Amortization of intangibles.......... 56.2 2.1 58.3
Other operating costs and expenses... (55.1) 2.6 (52.5)
--------- ------ ---------
Total benefits and expenses........ 797.8 55.6 853.4
--------- ------ ---------
Income before income taxes and
cumulative effect of accounting
change............................ $ 159.8 $ 4.7 $ 164.5
========= ====== =========
Total Assets......................... $19,774.2 $183.1 $19,957.3
========= ====== =========
<CAPTION>
Wealth Lifestyle
Accumulation & Protection
1998 -- Segment Data Transfer & Enhancement Consolidated
- -------------------- -------------- ------------- ------------
<S> <C> <C> <C>
Net investment income................ $ 569.4 $ 5.3 $ 574.7
Net realized investment gains........ 29.6 -- 29.6
Premiums............................. 101.4 21.7 123.1
Other revenues....................... 211.1 0.5 211.6
--------- ------ ---------
Total revenues..................... 911.5 27.5 939.0
--------- ------ ---------
Interest credited, benefits, and
other changes in policy reserves.... 560.7 (3.9) 556.8
Commissions.......................... 106.2 6.6 112.8
Amortization of intangibles.......... 55.1 9.7 64.8
Other operating costs and expenses... 26.0 12.5 38.5
--------- ------ ---------
Total benefits and expenses........ 748.0 24.9 772.9
--------- ------ ---------
Income before income taxes and
cumulative effect of accounting
change............................ $ 163.5 $ 2.6 $ 166.1
========= ====== =========
Total Assets......................... $14,661.1 $ 99.8 $14,760.9
========= ====== =========
<CAPTION>
Wealth Lifestyle
Accumulation & Protection
1997 -- Segment Data Transfer & Enhancement Consolidated
- -------------------- -------------- ------------- ------------
<S> <C> <C> <C>
Net investment income................ $ 555.7 $ 7.0 $ 562.7
Net realized investment gains........ 19.0 -- 19.0
Premiums............................. 105.6 66.2 171.8
Other revenues....................... 195.1 0.2 195.3
--------- ------ ---------
Total revenues..................... 875.4 73.4 948.8
--------- ------ ---------
Interest credited, benefits, and
other changes in policy reserves.... 548.4 42.5 590.9
Commissions.......................... 125.2 13.9 139.1
Amortization of intangibles.......... 66.6 3.1 69.7
Other operating costs and expenses... (24.5) 4.1 (20.4)
--------- ------ ---------
Total benefits and expenses........ 715.7 63.6 779.3
--------- ------ ---------
Income before income taxes and
cumulative effect of accounting
change............................ $ 159.7 $ 9.8 $ 169.5
========= ====== =========
Total Assets......................... $12,699.0 $ 47.9 $12,746.9
========= ====== =========
</TABLE>
F-74
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(14) Accounting Pronouncements Not Yet Adopted
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities (Statement No. 133), effective for GELAAC
on January 1, 2001 (as amended by Statement of Financial Accounting Standards
No. 137, Deferral of the Effective Date of Statement No. 133.) Upon adoption,
all derivative instruments (including certain derivative instruments embedded
in other contracts) will be recognized in the balance sheets at fair value,
and changes in such fair values must be recognized immediately in earnings
unless specific hedging criteria are met. Changes in the values of derivatives
meeting these hedging criteria will ultimately offset related earnings effects
of the hedged items; effects of qualifying changes in fair value are to be
recorded in equity pending recognition in earnings. Certain significant
refinements and interpretations of Statement 133 are being deliberated by the
FASB, and the effects on accounting for GELAAC financial instruments will
depend to some degree on the results of such deliberations. Management has not
determined the total probable effects of adopting Statement 133, and does not
believe that an estimate of such effects would be meaningful at this time.
(15) Cumulative Effect of Accounting Change
The American Institute of Certified Public Accountants has issued Statement
of Position ("SOP") No. 97-3, Accounting by Insurance and Other Enterprises
for Insurance-Related Assessments. This SOP provided guidance on accounting by
insurance and other enterprises for guaranty-fund and certain other insurance-
related assessments. The SOP requires enterprises to recognize (1) a liability
for assessments when (a) an assessment has been asserted or information
available prior to issuance of the financial statements indicates it is
probable that an assessment will be asserted, (b) the underlying cause of the
asserted or probable assessment has occurred on or before the date of the
financial statements, and (c) the amount of the loss can be reasonably
estimated and (2) an asset for an amount when it is probable that a paid or
accrued assessment will result in an amount that is recoverable from premium
tax offsets or policy surcharges from in-force policies.
Effective January 1, 1999, the Company adopted SOP No. 97-3 and has
reported the favorable impact of this adoption as a cumulative effect of a
change in accounting principle resulting in an increase to net income of $5
(net of income taxes of $2.8).
F-75
<PAGE>
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the 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 13.1-698 and 13.1-702 of the Code of Virginia, in brief, allow a
corporation to indemnify any person made party to a proceeding because such
person is or was a director, officer, employee, or agent of the corporation,
against liability incurred in the proceeding if: (1) he conducted himself in
good faith; and (2) he believed that (a) in the case of conduct in his official
capacity with the corporation, his conduct was in its best interests; and (b)
in all other cases, his conduct was at least not opposed to the corporation's
best interests and (3) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. The termination of a
proceeding by judgment, order, settlement or conviction is not, of itself,
determinative that the director, officer, employee, or agent of the corporation
did not meet the standard of conduct described. A corporation may not indemnify
a director, officer, employee, or agent of the corporation in connection with a
proceeding by or in the right of the corporation, in which such person was
adjudged liable to the corporation, or in connection with any other proceeding
charging improper personal benefit to such person, whether or not involving
action in his official capacity, in which such person was adjudged liable on
the basis that personal benefit was improperly received by him. Indemnification
permitted under these sections of the Code of Virginia in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
Section 5 of the By-Laws of The Life Insurance Company of Virginia further
provides that:
(a) The Corporation shall indemnify each director, officer and employee
of this Company who was or 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, arbitrative, or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that
he is or was a director, officer or employee of the Corporation, or is or
was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgements [sic],
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of
the Corporation, and with respect to any criminal action, had no cause to
believe his conduct unlawful. The termination of any action, suit or
proceeding by judgement [sic], order, settlement, conviction, or upon a
plea of nolo contendere, shall not of itself create a presumption that the
person did not act in good faith, or in a manner opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, believed his conduct unlawful.
(b) The Corporation shall indemnify each director, officer or employee
of the Corporation who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgement [sic] in its favor by
reason of the fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit 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 and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation
<PAGE>
unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
(c) Any indemnification under subsections (a) and (b) (unless ordered by
a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer or employee is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of the directors who
were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(3) by the stockholders of the Corporation.
(d) Expenses (including attorneys' fees) incurred in defending an
action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized in
the manner provided in subsection (c) upon receipt of an undertaking by or
on behalf of the director, officer or employee to repay such amount to the
Corporation unless it shall ultimately be determined that he is entitled to
be indemnified by the Corporation as authorized in this Article.
(e) The Corporation shall have the power to make any other or further
indemnity to any person referred to in this section except an indemnity
against gross negligence or willful misconduct.
(f) Every reference herein to director, officer or employee shall
include every director, officer or employee, or former director, officer or
employee of the Corporation and its subsidiaries and shall enure to the
benefit of the heirs, executors and administrators of such person.
(g) The foregoing rights and indemnification shall not be exclusive of
any other rights and indemnification to which the directors, officers and
employees of the Corporation may be entitled according to law.
* * *
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
depositor pursuant to the foregoing provisions, or otherwise, the depositor has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the depositor of expenses incurred
or paid by a director, officer or controlling person of the depositor in
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the depositor will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
REPRESENTATION PURSUANT TO RULE 26(e)(2)(A)
GE Life and Annuity Assurance Company hereby represents that the fees and
charges deducted under the Policy, in the aggregate, are reasonable in relation
to the services rendered, the expenses expected to be incurred, and the risks
assumed by the GE Life and Annuity Assurance Company.
II-2
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following Papers and Documents:
The facing sheet
The Prospectus consisting of pages
The undertaking to file reports
The Rule 484 undertaking
Representation pursuant to Section 26(e)(2)(A)
The signatures
Written consents of the following persons:
(a) Patricia L. Dysart
(b) Sutherland Asbill & Brennan LLP
(c) Paul Haley, FSA
(d) KPMG LLP
The following exhibits:
See next page
II-3
<PAGE>
SEPARATE ACCOUNT III
EXHIBITS
1. The following exhibits correspond to those required by paragraph A of the
instructions as to exhibits in Form N-8B-2:
<TABLE>
<S> <C>
(1)(a) Resolution of Board of Directors of Life of Virginia authorizing the establishment
of Separate Account III.(12)
(1)(a)(i) Resolution of Board of Directors of GE Life & Annuity authorizing the change in
name of Life of Virginia Separate Account III to GE Life & Annuity Separate
Account III.(16)
(1)(b) Resolution of the Board of Directors of Life of Virginia authorizing the addition
of Investment Subdivisions to Separate Account III.(12)
(1)(c) Resolution of Board of Directors of Life of Virginia authorizing the establishment
of Investment Subdivisions of Separate Account III which invest in shares of Asset
Manager Portfolio of Fidelity Variable Insurance Products Fund II and Balanced
Portfolio of Neuberger & Berman Advisers Management Trust.(12)
(1)(d) Resolution of Board of Directors of Life of Virginia authorizing the establishment
of Investment Subdivisions of Separate Account III which invest in shares of Janus
Aspen Series, Growth Portfolio, Aggressive Growth Portfolio, and Worldwide Growth
Portfolio.(12)
(1)(e) Resolution of Board of Directors of Life of Virginia authorizing the establishment
of additional Investment Subdivisions of Separate Account III which invest in
shares of the Corporate Bond Fund of the Insurance Management Series and the
Contrafund Portfolio of the Variable Insurance Products Fund II.(12)
(1)(f) Resolution of Board of Directors of Life of Virginia authorizing the establishment
of two additional Investment Subdivisions of Separate Account III which invest in
shares of the International Equity Portfolio and the Real Estate Securities
Portfolio of the Life of Virginia Series Fund.(12)
(1)(g) Resolution of Board of Directors of Life of Virginia authorizing the establishment
of four additional Investment Subdivisions of Separate Account III which invest in
shares of the Alger American Growth Portfolio and the Alger American Small
Capitalization Portfolio of The Alger American Fund, and the Balanced Portfolio
and Flexible Income Portfolio of the Janus Aspen Series.(14)
(1)(h) Resolution of Board of Directors of Life of Virginia authorizing the establishment
of two additional investment subdivisions of Separate Account 4, investing in
shares of the Federated American Leaders Fund II of the Federated Insurance
Series, and the International Growth Portfolio of the Janus Aspen Series.(10)
(1)(i) Resolution of Board of Directors of Life of Virginia authorizing additional
Investment Subdivisions investing in shares of Growth and Income Portfolio and
Growth Opportunities Portfolio of Variable Insurance Products Fund III; Growth II
Portfolio and Large Cap Growth Portfolio of the PBHG Insurance Series Fund, Inc.;
and Global Income Fund and Value Equity Fund of GE Investments Funds, Inc.(11)
(1)(j) Resolution of Board of Directors of Life of Virginia authorizing additional
Investment Subdivisions investing in shares of Capital Appreciation Portfolio of
Janus Aspen Series.(11)
(1)(k) Resolution of Board of Directors of Life of Virginia authorizing additional
Investment Subdivisions investing in shares of of Goldman Sachs Growth and Income
Fund and Goldman Sachs Mid Cap
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
Equity Fund of Goldman Sachs Variable Insurance Trust Fund, Inc. and U.S. Equity
Fund of GE Investments Funds, Inc.(12)
(1)(l) Resolution of the Board of Directors of Life of Virginia authorizing additional
Investment Subdivisions investing in shares of the Salomon Brothers Variable
Investors Fund, Salomon Brothers Variable Total Return Fund and Salomon Brothers
Variable Strategic Bond Fund of Salomon Brothers Variable Series Funds, Inc.(16)
(1)(m) Resolution of the Board of Directors of GE Life and Annuity Assurance Company
authorizing additional Investment Subdivisions investing in shares of GE Premier
Growth Equity of GE Investments Funds, Inc.(16)
(1)(n) Resolution of the Board of Directors of GE Life and Annuity Assurance Company
authorizing change in name of Investment Subdivisions of Oppenheimer Variable
Account Funds and Mid Cap Value Fund of Goldman Sachs Variable Insurance
Trust.(16)
(1)(o) Resolution of the Board of Directors of GE Life and Annuity Assurance Company
authorizing change in name of Investment Subdivisions of GE Investments Funds
Value Equity Fund to GE Investment Funds Mid Cap Value Fund. Also authorizing
additional Investment Subdivisions investing in shares of Janus Aspen Series
Global Life Sciences Portfolio and Janus Aspen Series Global Technology
Portfolio.(17)
(1)(p) Resolution of the Board of Directors of GE Life and Annuity Assurance Company
authorizing additional Investment Subaccounts investing in shares of AIM Variable
Insurance Funds; Alliance Variable Products Series Fund, Inc.; Dreyfus; Federated
Insurance Series; Fidelity Variable Insurance Products Funds; GE Investments
Funds, Inc.; Janus Aspen Series; MFS Variable Insurance Trust; Oppenheimer
Variable Account Funds; PIMCO Variable Insurance Trust; Rydex Variable Trust.(19)
(2) Not Applicable
(3)(a) Underwriting Agreement dated December 12, 1998 between The Life Insurance Company
of Virginia and Capital Brokerage Corporation.(12)
(3)(b) Dealer Sales Agreement dated December 13, 1997.(12)
(3)(c) Product Commission Schedule(20)
(4) Not Applicable
(5)(a) Policy Form P1254 Single Life(19)
(5)(a)(i) Policy Form P1255 Joint Life(19)
(5)(b) Accelerated Benefit Rider(19)
(5)(b)(i) Not applicable
(5)(c) Guarantee Account Rider(19)
(6)(a) Certificate of Incorporation of The Life Insurance Company of Virginia(14)
(6)(b) By-Laws of The Life Insurance Company of Virginia(14)
(7) Not Applicable
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C>
(8)(a) Participation Agreement Among Variable Insurance Products Fund, Fidelity
Distributors Corporation and The Life Insurance Company of Virginia.(14)
(8)(a)(i) Amendment to Participation Agreement among Variable Insurance Products Fund,
Fidelity Distributors Corporation, and The Life Insurance Company of Virginia.(10)
(8)(a)(ii) Amendment to Participation Agreement among Variable Insurance Products Fund,
Fidelity Distributors Corporation, and GE Life and Annuity Assurance Company.(20)
(8)(b) Participation Agreement among The Life Insurance Company of Virginia, Variable
Insurance Products Fund II and Fidelity Distributors Corporation.(14)
(8)(b)(i) Amendment to Participation Agreement among Variable Insurance Products Fund II,
Fidelity Distributors Corporation, and The Life Insurance Company of Virginia.(10)
(8)(b)(ii) Amendment to Participation Agreement among Variable Insurance Products Fund II,
Fidelity Distributors Corporation, and GE Life and Annuity Assurance Company.(20)
(8)(c) Participation Agreement among The Life Insurance Company of Virginia, Variable
Insurance Products Fund III and Fidelity Distributors Corporation.(14)
(8)(c)(ii) Amendment to Participation Agreement among Variable Insurance Products Fund III,
Fidelity Distributors Corporation, and The Life Insurance Company of Virginia.(10)
(8)(c)(iii) Amendment to Participation Agreement among Variable Insurance Products Fund III,
Fidelity Distributors Corporation, and GE Life and Annuity Assurance Company.(20)
(8)(d) Agreement between Oppenheimer Variable Account Funds, Oppenheimer Management
Corporation and The Life Insurance Company of Virginia.(14)
(8)(d)(i) Amendment to Agreement between Oppenheimer Variable Account Funds, Oppenheimer
Management Corporation and The Life Insurance Company of Virginia.(14)
(8)(d)(ii) Amendment to Agreement between Oppenheimer Variable Account Funds, Oppenheimer
Management Corporation and GE Life and Annuity Assurance Company.(20)
(8)(e) Fund Participation Agreement between Janus Aspen Series and The Life Insurance
Company of Virginia.(14)
(8)(e)(i) Amendment to the Participation Agreement between Janus Aspen Series and GE Life
and Annuity Assurance Company.(17)
(8)(e)(ii) Amendment to the Participation Agreement between Janus Aspen Series and GE Life
and Annuity Assurance Company.(20)
(8)(f) Fund Participation Agreement between Insurance Management Series, Federated
Securities Corp., and The Life Insurance Company of Virginia.(14)
(8)(f)(i) Fund Participation Agreement between Insurance Management Series, Federated
Securities Corp., and GE Life and Annuity Assurance Company.(20)
(8)(g) Fund Participation Agreement between The Alger American Fund, Fred Alger and
Company, Inc., and The Life Insurance Company of Virginia.(14)
(8)(g)(i) Amendment to Fund Participation Agreement between The Alger American Fund, Fred
Alger and Company, Inc. and GE Life and Annuity Assurance Company.(16)
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C>
(8)(h) Fund Participation Agreement between Variable Insurance Products Fund III and The
Life Insurance Company of Virginia.(11)
(8)(i) Fund Participation Agreement between PBHG Insurance Series Fund, Inc. and The Life
Insurance Company of Virginia.(11)
(8)(j) Fund Participation Agreement between Goldman Sachs Variable Insurance Trust Fund
and The Life Insurance Company of Virginia.(14)
(8)(k) Fund Participation Agreement between Salomon Brothers Variable Series Fund and The
Life Insurance Company of Virginia.(15)
(8)(l) Fund Participation Agreement between GE Investments Funds, Inc. and The Life
Insurance Company of Virginia.(15)
(8)(l)(i) Amendment to Fund Participation Agreement between GE Investments Funds, Inc. and
GE Life and Annuity Assurance Company.(16)
(8)(1)(ii) Amendment to the Fund Participation Agreement between GE Investments Funds, Inc.
and GE Life and Annuity Assurance Company.(17)
(8)(m) Fund Participation Agreement between AIM Variable Insurance Funds, Inc. and GE
Life and Annuity Assurance Company.(20)
(8)(n) Fund Participation Agreement between Alliance Variable Products Series Fund, Inc.
and GE Life and Annuity Assurance Company.(20)
(8)(o) Fund Participation Agreement between Dreyfus Investment Portfolios and GE Life and
Annuity Assurance Company.(20)
(8)(p) Fund Participation Agreement between MFS(R) Variable Insurance Trust and GE Life
and Annuity Assurance Company.(20)
(8)(q) Fund Participation Agreement between PIMCO Variable Insurance Trust and GE Life
and Annuity Assurance Company.(20)
(8)(r) Fund Participation Agreement between Rydex Variable Trust and GE Life and Annuity
Assurance Company.(20)
(9) Not applicable
(10) Not applicable
(11) Memorandum describing Life of Virginia's Issuance, Transfer, Redemption and
Exchange Procedures for Policies.(20)
2. Not Applicable
3. Consents of the following:
(3)(a) Opinion and Consent of Patricia L. Dysart, Assistant Vice President and Associate
General Counsel for GE Life and Annuity Assurance Company.(20)
(3)(b) Consent of Sutherland, Asbill & Brennan LLP, Outside Counsel.(20)
(3)(c) Consent of KPMG, LLP.(20)
</TABLE>
II-7
<PAGE>
<TABLE>
<S> <C>
4. Not Applicable
5. Not Applicable
6. Opinion and Consent of Actuary Paul Haley, Actuary of GE Life and Annuity
Assurance Company.(20)
7. Power of Attorney dated April 15, 1999.(16)
(7)(a) Power of Attorney dated December 13, 1999.(17)
(7)(b) Power of Attorney dated April 4, 2000.(18)
</TABLE>
- --------
(9) Incorporated by reference to Post-Effective Amendment No. 16 to the
Registration Statement of form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on October 31,
1995.
(10) Incorporated by reference to Post-Effective Amendment No. 17 to the
Registration Statement of form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on May 1, 1996.
(11) Incorporated by reference to Post-Effective Amendment No. 18 to the
Registration Statement of form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on May 1, 1997.
(12) Incorporated by reference to Post-Effective Amendment No. 19 to the
Registration Statement of form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on May 1, 1998.
(13) Incorporated by reference to Post-Effective Amendment No. 20 to the
Registration Statement of form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on September 28,
1998.
(14) Incorporated by reference to Post Effective Amendment No. 15 to the
Registration Statement of form S-6, for Life of Virginia Separate Account
II, 33-9651, filed with the Securities and Exchange Commission on
September 28, 1998.
(15) Incorporated by reference to Pre Effective Amendment No. 1 to the
Registration Statement of form N-4, for Life of Virginia Separate Account
4, 333-62695, filed with the Securities and Exchange Commission on
December 18, 1998.
(16) Incorporated by reference to Post Effective Amendment No. 21 to the
Registration Statement of form S-6, for GE Life & Annuity Separate Account
III, 33-12470, filed with the Securities and Exchange Commission on Apri1
30, 1999.
(17) Filed December 21, 1999 with initial filing to Form N-4 for GE Life and
Annuity Separate Account 4, Registration No. 333-96513.
(18) Filed April 28, 2000 with Post-Effective Amendment No. 22 to Registration
Statement of form S-6 for GE Life & Annuity Separate Account III, 33-
12470.
(19) Filed Herewith.
(20) To be filed in a pre-effective amendment.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
GE Life & Annuity Separate Account III, certifies that it has duly caused this
amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the County of Henrico in the Commonwealth of Virginia, on the
25th day of May, 2000.
GE Life & Annuity Account III
(Seal) GE Life and Annuity Assurance
Company (Depositor)
Attest: By: /s/ Selwyn L. Flourney, Jr.
------------------ ---------------------------------
Selwyn L. Flournoy, Jr.
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, GE Life and
Annuity Assurance Company certifies that it has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested,
all in the County of Henrico in the Commonwealth of Virginia on the day of
May, 2000.
(Seal) GE Life and Annuity Assurance
Company
Attest: By: /s/ Selwyn L. Flourney, Jr.
------------------ ---------------------------------
Selwyn L. Flournoy, Jr.
Senior Vice President
II-9
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mike D. Fraizer Director, Chairman of the 05/25/00
______________________________________ Board
Mike D. Fraizer
/s/ Pamela S. Schutz Director, Chief Operating 05/25/00
______________________________________ Officer
Pamela S. Schutz
/s/ Richard P. McKenney Chief Financial Officer 05/25/00
______________________________________
Richard P. McKenney
/s/ Kelly Groh Controller 05/25/00
______________________________________
Kelly Groh
Director 05/25/00
______________________________________
Selwyn L. Flournoy, Jr.
/s/ Thomas M. Stinson Director 05/25/00
______________________________________
Thomas M. Stinson
/s/ Victor C. Moses Director 05/25/00
______________________________________
Victor C. Moses
/s/ Geoffrey S. Stiff Director 05/25/00
______________________________________
Geoffrey S. Stiff
By: __________________________________ pursuant to Power of
Attorney executed on
April 4, 2000.
</TABLE>
II-10
<PAGE>
EXHIBIT LIST
<TABLE>
<C> <S>
(1)(p) Resolution of the Board of Directors of GE Life and Annuity Assurance Company
authorizing additional Investment Subaccounts investing in shares of AIM Variable
Insurance Funds, Inc.; Alliance Variable Products Series Fund, Inc.; Dreyfus;
Federated Insurance Series; Fidelity Variable Insurance Products Funds; GE
Investments Funds, Inc.; Janus Aspen Series; MFS Variable Insurance Trust;
Oppenheimer Variable Account Funds; PIMCO Variable Insurance Trust; Rydex Variable
Trust
(5)(a) Policy Form P1254 Single Life
(5)(a)(i) Policy Form P1255 Joint Life
(5)(b) Accelerated Benefit Rider
(5)(c) Guarantee Account Rider
</TABLE>
II-11
<PAGE>
Exhibit (1)(P)
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
GE LIFE AND ANNUITY ASSURANCE COMPANY
The undersigned, being all of the members of the Board of Directors of GE Life
and Annuity Assurance Company of Virginia, a Virginia corporation, in lieu of a
meeting held for the purpose and pursuant to the provisions of Section 13.1-685
of the Code of Virginia do hereby approve the following resolutions:
WHEREAS, The Board of Directors of the Company, pursuant to the Provisions of
Section 38.2-3113 of the Code of Virginia, adopted resolutions establishing Life
of Virginia Separate Account III ("Separate Account III") on February 10, 1987;
and
WHEREAS, The Board of Directors adopted resolutions changing the name of the
company to GE Life and Annuity Assurance Company and the name of the separate
account to GE Life & Annuity Separate Account III on January 1, 1999; and
WHEREAS, The Company wishes to establish 41 additional subaccounts/investment
subdivisions of Separate Account III which will invest in shares of AIM V.I.
Capital Appreciation Fund, AIM V.I. Growth Fund, and AIM V.I. Value Fund of AIM
Variable Insurance Funds; Growth and Income Portfolio, Premier Growth Portfolio
and Quasar Portfolio of Alliance Variable Products Series Fund, Inc.; Dreyfus
Investment Portfolios-Emerging Markets Portfolio and The Dreyfus Socially
Responsible Growth Fund, Inc. of The Dreyfus Corporation; Federated High Income
Bond Fund II and Federated International Small Company Fund II of the Federated
Insurance Series; Equity Income Portfolio and Growth Portfolio of Fidelity
Variable Insurance Products Fund; Contrafund Portfolio of Fidelity Variable
Insurance Products Fund II; Growth & Income Portfolio and Mid Cap Portfolio of
Fidelity Variable Insurance Products Fund III; Mid-Cap Value Equity Fund, Money
Market Fund, Premier Growth Equity Fund, S&P 500 Index Fund, Small-Cap Value
Equity Fund, U.S. Equity Fund, and Value Equity Fund of GE Investments Funds,
Inc.; Aggressive Growth Portfolio, Balanced Portfolio, Capital Appreciation
Portfolio, Global Sciences Portfolio, Global Technology Portfolio, Growth
Portfolio, International Growth Portfolio, and Worldwide Growth Portfolio of
Janus Aspen Series; MFS Growth Series, MFS Growth With Income Series, MFS New
Discovery Series and MFS Utilities Series of the Massachusetts Financial
Services Company Variable Insurance Trust; Oppenheimer Global Securities Fund/VA
and Oppenheimer Main Street Growth & Income Fund/VA of Oppenheimer Variable
Account Funds; Foreign Bond Portfolio, High Yield Bond Portfolio, Long-Term U.S.
Government Bond Portfolio and Total Return Bond Portfolio of PIMCO Variable
Insurance Trust; and Rydex OTC Fund of Rydex Variable Trust.
NOW, THEREFORE, BE IT RESOLVED, That the Executive Committee of the Board of
Directors of the Company does hereby establish and create 41 additional
subaccounts/investment subdivision of the aforementioned separate account. The
new subdivisions/investment subdivisions shall invest in shares of a single
mutual fund portfolio as set forth below:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
INVESTMENT SUBDIVISIONS: TO BE INVESTED IN:
------------------------------------------------------------------------------------------------------------
<S> <C>
AIM Variable Insurance Funds.
AIM Capital Appreciation -B AIM V.I. Capital Appreciation Fund
AIM Growth -B AIM V.I. Growth Fund
AIM Value -B AIM V.I. Value Fund
Alliance Variable Products Series Fund
AVP Growth and Income -B Growth and Income Portfolio
AVP Premier Growth -B Premier Growth Portfolio
AVP Quasar -B Quasar Portfolio
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Dreyfus
DRF Emerging Markets -B Dreyfus Investment - Emerging Markets Portfolio
DRF Socially Responsible Growth -B The Dreyfus Socially Responsible Growth Fund, Inc.
Federated Insurance Series
FED High Income Bond -B Federated High Income Bond Fund II
FED International Small Company-B Federated International Small Company Fund II
Fidelity Variable Insurance Products Fund
FID Equity Income -B Equity Income Portfolio
FID Growth -B Growth Portfolio
Fidelity Variable Insurance Products Fund II
FID Contrafund -B Contrafund Portfolio
Fidelity Variable Insurance Products Fund III
FID Growth & Income -B Growth & Income Portfolio
FID Mid Cap -B Mid Cap Portfolio
GE Asset Management
GEI Mid-Cap Value Equity -B Mid-Cap Value Equity Fund
GEI Money Market -B Money Market Fund
GEI Premier Growth Equity -B Premier Growth Equity Fund
GEI S&P 500 Index -B S&P 500 Index Fund
GEI Small-Cap Value Equity -B Small-Cap Value Equity Fund
GEI U.S. Equity -B U.S. Equity Fund
GEI Value Equity -B Value Equity Fund
Janus Aspen Series
JAN Aggressive Growth -B Aggressive Growth Portfolio
JAN Balanced -B Balanced Portfolio
JAN Capital Appreciation -B Capital Appreciation Portfolio
JAN Global Life Sciences -B Global Life Sciences Portfolio
JAN Global Technology -B Global Technology Portfolio
JAN Growth -B Growth Portfolio
JAN International Growth -B International Growth Portfolio
JAN Worldwide Growth -B Worldwide Growth Portfolio
MFS Variable Insurance Trust
MFS Growth -B MFS Growth Series
MFS Growth With Income-B MFS Growth With Income Series
MFS New Discovery-B MFS New Discovery Series
MFS Utilities Series-B MFS Utilities Series
Oppenheimer Variable Account Funds
OPP Global Securities/VA -B Oppenheimer Global Securities Fund/VA
OPP Main Street Growth & Income/VA -B Oppenheimer Main Street Growth & Income Fund/VA
PIMCO Variable Insurance Trust
PIM Foreign Bond -B Foreign Bond Portfolio
PIM High Yield Bond -B High Yield Bond Portfolio
PIM Long-Term U.S. Government Bond -B Long-Term U.S. Government Bond Portfolio
PIM Total Return Bond -B Total Return Bond Portfolio
Rydex Variable Trust
RYD OTC -B Rydex OTC Fund
------------------------------------------------------------------------------------------------------------
</TABLE>
NOW, THEREFORE, BE IT RESOLVED, That the Board of Directors of the Company does
hereby establish and create additional investment subdivisions of the
aforementioned separate account. The new investment subdivisions shall invest in
shares of a single mutual fund portfolio as set forth below:
FURTHER RESOLVED, That the President, or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute whatever agreement or agreements may be necessary or appropriate to
enable such investments to be made, and the Board of Directors hereby ratifies
any such officer in executing any such agreement prior to the date of these
resolutions; and
FURTHER RESOLVED, That the President or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute and deliver such other documents and do such acts and
<PAGE>
things as each or any of them may deem necessary or desirable to carry out the
foregoing resolutions and the intent and purposes thereof.
FURTHER RESOLVED, That these resolutions shall take effect as of May 12, 2000.
<PAGE>
Exhibit 5(a)
FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE POLICY
To the Owner:
Please read your Policy carefully. This Policy is a legal contract between you
and the Company. You, the Owner, have benefits and rights described in this
Policy. The Insured is named in the Policy. The Beneficiary is as named in the
attached application, unless later changed. We will pay the Death Proceeds of
this Policy to the Beneficiary, subject to policy provisions. This is a Flexible
Premium Variable Life Insurance Policy. You may increase the Specified Amount.
We will allocate premiums to the Separate Account named on the policy data
pages.
THIS POLICY'S ACCOUNT VALUE IN THE SEPARATE ACCOUNT IS BASED ON THE INVESTMENT
EXPERIENCE OF THAT ACCOUNT, AND MAY INCREASE OR DECREASE DAILY. IT IS NOT
GUARANTEED AS TO DOLLAR AMOUNT. SEE ACCOUNT VALUE BENEFITS SECTION. THE AMOUNT
OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY VARY UNDER THE
CONDITIONS DESCRIBED IN DEATH PROCEEDS SECTION. THE MAXIMUM LOAN AMOUNT IS
NINETY PERCENT OF THE DIFFERENCE BETWEEN THE ACCOUNT VALUE AND ANY SURRENDER
CHARGE ON THE DATE OF THE LOAN.
Refund Privilege. You may return this Policy to our Home Office or to your agent
within 10 days (15 days in Colorado, 20 days in Idaho, Illinois and North
Dakota, 30 days in Florida) after its delivery for a refund. The amount of the
refund will equal the total of all premiums paid.
For GE Life and Annuity Assurance Company
DONITA M. KING PAMELA S. SCHUTZ
SECRETARY PRESIDENT
. Flexible Premium Variable Life Insurance Policy
. Death Proceeds payable at the Insured's death
. Adjustable Death Benefit
. Flexible premiums payable for the Insured's life
. Some benefits reflect investment results
. No dividends
GE LIFE AND ANNUITY
ASSURANCE COMPANY
6610 West Broad Street, Richmond, Virginia 23230
l-800-628-2238
A Stock Company
FORM P1254 4/00
<PAGE>
POLICY DATA
SCHEDULE OF BENEFITS SCHEDULE OF PREMIUMS
AMOUNT PAYABLE
LIFE INSURANCE [$XX,XXX.XX] SINGLE PAYMENT
INITIAL PREMIUM DUE: [$xx,xxx.xx]
ADDITIONAL PREMIUM PAYMENTS MAY BE MADE. SEE PREMIUM PAYMENTS SECTION.
CHARGES:
PREMIUM TAX RECOVERY CHARGE: [0.20% ANNUALLY (.0167% MONTHLY)]
DISTRIBUTION EXPENSE CHARGE: [0.30% ANNUALLY (.0250% MONTHLY)]
MORTALITY AND EXPENSE RISK CHARGE:
[0.70% ANNUALLY (.0583% MONTHLY) DURING THE FIRST 10 POLICY YEARS]
[0.35% ANNUALLY (.0292% MONTHLY) THEREAFTER]
ADMINISTRATIVE EXPENSE CHARGE: [0.40% ANNUALLY (.0333% MONTHLY)
MINIMUM MONTHLY AMOUNT IS $8.00]
MAXIMUM TRANSFER CHARGE: [$l0.00]
MAXIMUM POLICY LOAN INTEREST RATES:
NON-PREFERRED LOANS: [6.00% PER ANNUM PAYABLE IN ARREARS]
PREFERRED LOANS: [4.00% PER ANNUM PAYABLE IN ARREARS]
PREFERRED LOAN AVAILABILITY DATE: [APRIL 1, 2001]
NOTE: IT IS POSSIBLE THAT COVERAGE WILL EXPIRE WHERE EITHER NO PREMIUMS ARE
PAID FOLLOWING PAYMENT OF THE INITIAL PREMIUM OR SUBSEQUENT PREMIUMS ARE
INSUFFICIENT TO CONTINUE COVERAGE.
OWNER [THE INSURED]
INSURED [JOHN DOE] [MALE 35] AGE NEAREST BIRTHDAY
POLICY NUMBER [NOOOOOOOO] [STANDARD RATING CLASS]
POLICY DATE [APRIL 1, 2000]
MONTHLY ANNIVERSARY DAY [l]
PLAN FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
[$XX,XXX] INSURED'S SPECIFIED AMOUNT
P1254DP 4/00
<PAGE>
SEPARATE ACCOUNT III
<TABLE>
<S> <C>
SUBACCOUNTS ARE INVESTED IN
[AIM VARIABLE INSURANCE FUNDS
AIM CAPITAL APPRECIATION - B AIM V.I. CAPITAL APPRECIATION FUND
AIM GROWTH - B AIM V.I. GROWTH FUND
AIM VALUE - B AIM V.I. VALUE FUND
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
AVP GROWTH & INCOME - B GROWTH AND INCOME PORTFOLIO
AVP PREMIER GROWTH - B PREMIER GROWTH PORTFOLIO
AVP QUASAR - B QUASAR PORTFOLIO
DREYFUS
DRF EMERGING MARKETS - B DREYFUS INVESTMENT - EMERGING MARKETS PORTFOLIO
DRF SOCIALLY RESPONSIBLE
GROWTH - B THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND,
INC.
FEDERATED INSURANCE SERIES
FED HIGH INCOME BOND - B FEDERATED HIGH INCOME BOND FUND II
FED INTERNATIONAL SMALL COMPANY - B FEDERATED INTERNATIONAL SMALL COMPANY FUND II
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FID EQUITY INCOME - B EQUITY INCOME PORTFOLIO
FID GROWTH - B GROWTH PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
FID CONTRAFUND - B CONTRAFUND PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
FID GROWTH & INCOME - B GROWTH & INCOME PORTFOLIO
FID MID CAP - B MID CAP PORTFOLIO
GE ASSET MANAGEMENT
GEI MID-CAP VALUE EQUITY - B MID-CAP VALUE EQUITY FUND
GEI MONEY MARKET - B MONEY MARKET FUND
GEI PREMIER GROWTH EQUITY - B PREMIER GROWTH EQUITY FUND
GEI S&P 500 INDEX - B * S&P 500 INDEX FUND
GEI SMALL-CAP VALUE EQUITY - B SMALL-CAP VALUE EQUITY FUND
GEI U.S. EQUITY - B U.S. EQUITY FUND
GEI VALUE EQUITY - B VALUE EQUITY FUND
JANUS ASPEN SERIES
JAN AGGRESSIVE GROWTH - B AGGRESSIVE GROWTH PORTFOLIO
JAN BALANCED - B BALANCED PORTFOLIO
JAN CAPITAL APPRECIATION - B CAPITAL APPRECIATI0N PORTFOLIO
JAN GLOBAL LIFE SCIENCES - B GLOBAL LIFE SCIENCES PORTFOLIO
JAN GLOBAL TECHNOLOGY - B GLOBAL TECHNOLOGY PORTFOLIO
JAN GROWTH - B GROWTH PORTFOLIO
JAN INTERNATIONAL GROWTH - B INTERNATIONAL GROWTH PORTFOLIO
JAN WORLDWIDE GROWTH - B WORLDWIDE GROWTH PORTFOLIO
</TABLE>
P1254 IS CONTINUED EFFECTIVE [4/01/00]
<PAGE>
<TABLE>
<S> <C>
MFS VARIABLE INSURANCE TRUST
MFS GROWTH - B MFS GROWTH SERIES
MFS GROWTH WITH INCOME - B MFS GROWTH WITH INCOME SERIES
MFS NEW DISCOVERY - B MFS NEW DISCOVERY SERIES
MFS UTILITIES - B MFS UTILITIES SERIES
OPPENHEIMER VARIABLE ACCOUNT FUNDS
OPP GLOBAL SECURITIES/VA - B OPPENHEIMER GLOBAL SECURITIES FUND/VA
OPP MAIN STREET GROWTH &
INCOME/VA - B OPPENHEIMER MAIN STREET GROWTH & INCOME FUND/I
PIMCO VARIABLE INSURANCE TRUST
PIM FOREIGN BOND - B FOREIGN BOND PORTFOLIO
PIM HIGH YIELD BOND - B HIGH YIELD BOND PORTFOLIO
PIM LONG TERM
U.S. GOVERNMENT BOND - B LONG-TERM U.S. GOVERNMENT BOND PORTFOLIO
PIM TOTAL RETURN BOND - B TOTAL RETURN BOND PORTFOLIO
RYDEX VARIABLE TRUST
RYD OTC-B ** RYDEX OTC FUND]
GUARANTEE ACCOUNT
MINIMUM GUARANTEED INTEREST RATE [4%]
</TABLE>
YOU MAY ALLOCATE YOUR PREMIUMS AND ACCOUNT VALUE TO AS MANY AS [TEN] SUBACCOUNTS
IN ADDITION TO ANY GUARANTEE ACCOUNT. YOUR ALLOCATIONS MUST BE IN PERCENTAGES
TOTALING 100%. EACH ALLOCATION PERCENTAGE MUST BE A WHOLE NUMBER AND AT LEAST
1%.
CONSULT YOUR PROSPECTUS FOR INVESTMENT DETAILS.
* "STANDARD & POOR'S," "S&P," "S&P 500, " "STANDARD & POOR'S 500," AND "500" ARE
TRADEMARKS OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY
GE ASSET MANAGEMENT INCORPORATED. THE S&P 500 INDEX FUND IS NOT SPONSORED,
ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND STANDARD & POOR'S MAKES NO
REPRESENTATION REGARDING THE ADVISABILITY OF INVESTING IN THE FUND.
** THE NASDAQ 100 INDEX IS AN UNMANAGED INDEX THAT IS A WIDELY RECOGNIZED
INDICATOR OF OTC MARKET PERFORMANCE.
P1254 IS EFFECTIVE [4/01/00]
<PAGE>
POLICY NUMBER [N00000000]
TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
AGE LIFE
MONTHLY
RATE
(DO NOT SHOW ABOVE AGE 99)
P1254DP 4/00
<PAGE>
POLICY NUMBER [N00000000]
TABLE OF MAXIMUM PREMIUMS
POLICY MAXIMUM POLICY MAXIMUM
YEAR PREMIUM YEAR PREMIUM
ACCORDING TO OUR UNDERSTANDING OF CURRENT FEDERAL TAX LAW, YOU MAY NOT PAY MORE
THAN THESE AMOUNTS CUMULATIVELY AND MAINTAIN THE TAX STATUS OF THIS POLICY AS
LIFE INSURANCE. THIS TABLE IS SUBJECT TO CHANGE. THIS TABLE DOES NOT RELATE TO
MODIFIED ENDOWMENT CONTRACT STATUS UNDER FEDERAL TAX LAW.
P1254DP 4/00
<PAGE>
POLICY NUMBER [NOOOOOOOO]
TABLE OF SURRENDER CHARGES
COMPLETED SURRENDER CHARGE
POLICY YEARS PERCENTAGE
(AS A PERCENTAGE OF INITIAL PREMIUM PAYMENT)
0 6.0
1 5.5
2 4.5
3 3.5
4 3.0
5 2.0
6 1.0
YEARS 7 AND LATER 0.0
P1254DP 4/00
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Policy Data ................................................. x
Definitions ................................................. x
Introduction ................................................ x
The Owner and the Beneficiary ............................... x
Premium Payments ............................................ x
Death Proceeds .............................................. x
The Separate Account ........................................ x
Account Value Benefits ...................................... x
Loan Benefits ............................................... x
General Information ......................................... x
Optional Payment Plans ...................................... x
A copy of the application and any riders and endorsements follow page xx.
DEFINITIONS
Account Value - The total amount under the Policy in each Subaccount and our
General Account.
Attained Age - The Insured's age on the Policy Date plus the number of full
years since the Policy Date.
Beneficiary - The person or entity designated by the Owner to receive the Death
Proceeds payable at the Insured's death.
The Company - GE Life and Annuity Assurance Company. "We", "us" or "our" refers
to the Company.
Death Benefit - The benefit determined in effect as of the date of the Insured's
death.
Death Proceeds - The total amount payable to the Beneficiary on the Insured's
death.
Fund - Any open-end management investment company or unit investment trust in
which a Subaccount invests.
General Account - Assets of the Company other than those allocated to the
Separate Account or any other separate account of the Company.
Home Office - The Company's offices at 6610 West Broad Street, Richmond,
Virginia 23230.
Insured - The person on whose life this Policy is issued.
Monthly Anniversary Day - The same day in each month as the Policy Date. This
day is shown on the policy data pages.
Optional Payment Plan - A plan whereby any part of Death Proceeds or Surrender
Value can be left with us to provide a series of periodic payments to an Owner
or Beneficiary.
4
<PAGE>
Owner - The Owner of the Policy as named in this Policy. "You" or "your" refers
to the Owner. Contingent owners may also be named.
Policy - This Policy with any attached application(s), and any riders and
endorsements.
Policy Date - Date the Policy is issued and becomes effective. Policy years and
anniversaries are measured from the Policy Date. The Policy Date is shown on the
policy data pages. If the Policy Date would otherwise fall on the 29th, 30th or
31st of the month, the Policy Date will be the 28th.
Policy Debt - The amount of any outstanding loans plus accrued interest. Policy
Debt is deducted from proceeds payable at the Insured's death, or at the time of
surrender.
Policy Month - A one-month period beginning on a Monthly Anniversary Day and
ending on the day immediately preceding the next Monthly Anniversary Day.
Separate Account - The segregated asset account of the Company shown on the
policy data pages.
Specified Amount - An amount used in determining the insurance coverage. The
original Specified Amount is shown on the policy data pages.
Subaccount - A subdivision of the Separate Account, the assets of which are
invested exclusively in a corresponding portfolio of a Fund.
Surrender Value - The amount payable to the Owner upon surrender of the Policy.
Unit Value - Unit of measure used to calculate the Account Value for each
Subaccount.
Valuation Day - For each Subaccount, each day on which the New York Stock
Exchange is open for regular trading except for days that the Subaccount's
corresponding Fund does not value its shares.
Valuation Period - Period that starts at the close of regular trading on the New
York Stock Exchange on any Valuation Day and ends at the close of regular
trading on the next succeeding Valuation Day.
INTRODUCTION
This is a flexible premium variable life insurance policy. The first premium
payment is due on the Policy Date. Additional premiums may be paid subject to
conditions specified in the Premium Payments section. In return for these
premiums and the insurance application, we provide certain benefits.
The Policy provides Death Proceeds. Proceeds can be paid in a lump sum or under
an Optional Payment Plan.
The Policy has an Account Value. The Account Value reflects the investment
experience of the Separate Account. (See THE SEPARATE ACCOUNT section.) Account
Value is the basis for certain benefits you can use before the Insured's death.
READ YOUR POLICY CAREFULLY.
Inforce Illustrations
We will provide an inforce illustration of future life insurance and Account
Value proceeds. To receive an illustration, send a written request to our Home
Office. You must pay any service fee in effect at that time. The fee will not be
more than $25 per illustration.
The illustration will assume:
. amounts of insurance; and
. other assumptions specified by you or by us.
5
<PAGE>
When This Policy Will Terminate
All coverage under this Policy will terminate when:
. you request that coverage terminate and you return this Policy;
. at the insured's death; or
. the grace period ends without sufficient premium being paid.
This Policy will also terminate as stated in the Suicide provision.
THE OWNER AND THE BENEFICIARY
The Owner
You have rights in the Policy during the Insured's life. The Policy names the
Insured. If you are not the Insured, you should name a contingent owner who will
become the Owner if you die before the Insured. If you die before the Insured
and there is no contingent owner, ownership passes to your estate. If there are
multiple Owners, they own the Policy jointly with rights of survivorship. If the
last surviving joint Owner dies before the Insured, ownership passes to the
estate of that joint Owner.
The Beneficiary
You may name primary and contingent Beneficiaries. Your original Beneficiary
choice is shown in the attached application. Unless an Optional Payment Plan is
chosen, Death Proceeds will be paid in a lump sum to the primary Beneficiary. If
the primary Beneficiary dies before the Insured, Death Proceeds will be paid to
the contingent Beneficiary. If no Beneficiary survives the Insured, Death
Proceeds will be paid to you or your estate.
You may name more than one primary or contingent Beneficiary. If you do, the
proceeds will be paid in equal shares to the survivors in the appropriate
Beneficiary class who survive the Insured, unless you have requested otherwise.
Changing the Owner or Beneficiary
During the Insured's life, you may change the Owner. You may also change the
Beneficiary during the Insured's life if you reserved this right.
How to Change the Owner or Beneficiary. To make a change, send a written request
to our Home Office. The request must be received by us in a form satisfactory to
us. The change will take effect as of the date you sign the request. The change
will be subject to any payment we make before we record the change.
Using the Policy as Collateral for a Loan
This Policy may be assigned as collateral security. We must be notified in
writing if you assign the Policy. Any payment we make before we record the
assignment at our Home Office will not be affected. We are not responsible for
the validity of an assignment. Your rights and the rights of any revocable
Beneficiary may be affected by an assignment.
Trustee
If a trustee is named as the Owner or Beneficiary of this Policy and exercises
ownership rights or claims benefits, we will have no obligation to verify that a
trust is in effect. We are not obligated to verify that the trustee is acting
within the scope of his/her authority. Payment of policy benefits to the trustee
will release us from all obligations under the Policy to the extent of the
payment. We will have no obligation to ensure that a payment to the trustee is
applied according to the terms of the trust agreement.
6
<PAGE>
PREMIUM PAYMENTS
This Policy's initial premium is due on the Policy Date.
Additional Premium Payments
If there is no outstanding Policy Debt, you may make additional premium
payments. If there is outstanding Policy Debt, any payment you make will be used
first for repaying Policy Debt. You may make additional premium payments if the
payment:
. is at least $1,000 and in addition to the total of all premiums
previously paid does not exceed the maximum premiums shown in the
policy data pages; or
. is required for an increase in Specified Amount after the first
anniversary; or
. is required as described in the Grace Period provision to prevent
termination.
At issue, the portion of Account Value in the Separate Account associated with
the initial premium is 1.
If you pay an additional premium, the portion of the Account Value in the
Separate Account representing the additional premium will be determined on the
date the premium is received. This portion is (a) divided by (b), where:
(a) is 1; and
(b) is the portion of the Account Value in the Separate Account for the
additional premium causing the redetermination.
Whenever an additional premium is paid, we redetermine the portion of Account
Value in the Separate Account associated with the initial premium. The new
portion associated with the initial premium will be (a) minus (b), multiplied by
(c) where:
(a) is 1;
(b) is the portion of the Account Value in the Separate Account
representing the additional premium causing the redetermination; and
(c) is the current portion associated with the premium for which the new
portion is being determined.
Whenever an additional premium is paid, we will redetermine all portions
associated with prior additional premiums in the same manner as described above
for the portion associated with the initial premium.
Where to Pay Premiums
Send each premium to our Home Office. Make the check payable to GE Life and
Annuity Assurance Company.
Allocation of Premiums
You may allocate premiums to one or more Subaccounts. You may not allocate
premiums to more than the maximum number of Subaccounts shown on the policy data
pages. The minimum percentage of each premium which may be allocated to any
particular Subaccount is shown on the policy data pages. Premiums will initially
be allocated in accordance with the allocations requested by you. You may change
the allocation of premiums at any time without charge. To change your
allocations send us a notice at our Home Office. The notice must be in writing
or in any form acceptable to us. The changed allocation will apply to premiums
received after we record the change.
Grace Period
If the Surrender Value on a Monthly Anniversary Day is insufficient to cover the
monthly deduction due on that Monthly Anniversary Day, we will allow a 61-day
grace period for payment of a premium sufficient to cover the monthly deduction.
This grace period will begin on the day we mail notice of the sufficient
premium. We will mail notice to you and any assignee of record in our Home
Office. If such premium is not paid by the end of the grace period, the Policy
will terminate without value. The monthly deduction is described in the Account
Value Benefits section. Coverage continues during the grace period. If the
Insured dies during the grace period, the proceeds will be reduced by any
overdue monthly deduction.
7
<PAGE>
How This Policy Can Be Reinstated
You may reinstate this Policy within three years of the end of the grace period
if:
(1) you submit an application for reinstatement;
(2) you provide required evidence of insurability satisfactory to us that
the Insured is insurable;
(3) the Policy has not been surrendered for cash: and
(4) you pay the premium as described in this section.
The Policy will be reinstated effective on the date we approve the
reinstatement. The surrender charge will be as though the Policy had been in
effect continuously from its original Policy Date. On the date of reinstatement,
the Account Value will be allocated to the Subaccounts. Unless you tell us
otherwise, these allocations will be made in the same manner that premiums are
allocated. You will have to pay a premium sufficient to keep the Policy in
effect for at least two months.
On the date of reinstatement, the Account Value will equal (a) plus (b) minus
(c), where:
(a) is the surrender charge in effect on the date of reinstatement;
(b) is the premium paid to reinstate; and
(c) is the monthly deduction for the month following the date of
reinstatement.
DEATH PROCEEDS
Death Proceeds are payable at the death of the Insured. We will process a claim
for Death Proceeds on this Policy when we receive:
. this Policy;
. due proof that the Insured died while this Policy was in effect; and
. proof of the interest of the claimant.
Proceeds can be paid in a lump sum or under an Optional Payment Plan. Any Death
Proceeds that are paid in one lump sum will include interest from the date of
death to the date of payment. Interest will be paid at a rate set by us, or by
law if greater. Interest will not be paid beyond one year or any longer period
set by law.
How We Determine the Death Proceeds
The Death Benefit is based on the Specified Amount shown in the policy data
pages.
The Death Benefit, for Attained Ages less than 100, will be the greater of:
. the Specified Amount; and
. the Account Value on the date of death, multiplied by the corridor
percentage.
The Death Benefit, for Attained Ages 100 and older, will be the Account Value on
the date of death multiplied by the corridor percentage.
In no event will the Death Benefit be less than the amount required to keep the
Policy qualified as life insurance.
The corridor percentage depends on the Attained Age of the Insured on the date
of death.
<TABLE>
<CAPTION>
Attained Corridor Attained Corridor Attained Corridor Attained Corridor
Age Percentage Age Percentage Age Percentage Age Percentage
-------- ---------- -------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
40 or 50 185% 61 128% 72 111%
younger 250% 51 178 62 126 73 109
41 243 52 171 63 124 74 107
42 236 53 164 64 122 75
43 229 54 157 65 120 through
44 222 55 150 66 119 90 105
45 215 56 146 67 118 91 104
46 209 57 142 68 117 92 103
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
47 203 58 138 69 116 93 102
48 197 59 134 70 115 94 or
49 191 60 130 71 113 older 101
</TABLE>
The actual amount of Death Proceeds will depend on:
. the Death Benefit as determined above;
. the use of the Account Value during the Insured's life;
. any partial surrenders;
. any Policy Debt;
. any additional insurance provided by rider;
. any increase or decrease in the Specified Amount;
. the Insured's suicide during the first two policy years (one year in
Colorado) or during the first two policy years (one year in Colorado)
following an increase in existing coverage; and
. a misstatement of the Insured's age or gender.
Compliance as Life Insurance
We reserve the right to amend this Policy as necessary to maintain compliance
with the Internal Revenue Code. We will send any such amendments to you. You
have the right to refuse such amendments and accept full responsibility for any
consequences as a result of such refusal. We also reserve the right to return
any premium with earnings thereon to maintain such compliance.
Increasing the Specified Amount
You may apply for an increase in Specified Amount after the first Policy
anniversary. To apply for an increase, you must submit an application. The
minimum increase in Specified Amount allowed is one which requires a $1,OOO.OO
additional premium payment. You will have to submit evidence satisfactory to us
that the Insured is insurable at the same rating class used at policy issue.
After an increase is approved, we will require an additional premium payment.
The increase will become effective on the date we receive the required payment.
This date will be shown in a supplemental policy data page.
THE SEPARATE ACCOUNT
The Separate Account supports the operation of this Policy and certain other
variable life insurance policies we may offer. We will not allocate assets to
the Separate Account to support the operation of any contracts or policies that
are not variable life insurance.
We own the assets in the Separate Account. These assets are held separately from
our other assets. They are not part of our General Account.
The Separate Account is registered with the Securities and Exchange Commission
as a unit investment trust under the Investment Company Act of 1940. The
Separate Account is also subject to Virginia laws which regulate the operations
of insurance companies incorporated in Virginia. The investment policy of the
Separate Account will not be changed without the approval of the Virginia
Insurance Commissioner. The approval process is on file with the Insurance
Commissioner of the state in which this Policy was delivered.
Insulation of Assets
The Separate Account assets equal the reserves and other policy liabilities
supported by the Separate Account. These assets will not be charged with
liabilities arising from any other business we conduct. We have the right to
transfer to our General Account any assets of the Separate Account which are in
excess of such reserves and other policy liabilities.
Subaccounts
The Separate Account is divided into Subaccounts. Each Subaccount's income,
gains and losses, realized or unrealized, are credited to or charged against
that Subaccount. This transaction is made without regard to other income, gains
or losses of the Company or any other Subaccount.
9
<PAGE>
The Subaccounts available under this Policy are shown on the policy data pages.
Each Subaccount invests exclusively in a Fund. Shares of a Fund are purchased
and redeemed at their net asset value. Any income, dividends or gains
attributable to Fund shares are reinvested in additional Fund shares at net
asset value.
Changes to the Separate Account and Subaccounts
Where permitted by applicable law, we may:
. create new separate accounts;
. combine separate accounts, including the Separate Account;
. transfer assets of the Separate Account to another separate account;
. add new Subaccounts to or remove existing Subaccounts from the
Separate Account or combine Subaccounts;
. make Subaccounts (including new Subaccounts) available to such classes
of policies as we may determine;
. add new Funds or remove existing Funds;
. substitute new Funds for any existing Fund whose shares are no longer
available for investment;
. substitute new Funds for any existing Fund which we determine is no
longer appropriate in light of the purposes of the Separate Account;
. deregister the Separate Account under the Investment Company Act of
1940; and
. operate the Separate Account under the direction of a committee or in
any other form permitted by law.
In the event of any substitution or change, we may, by endorsement, make such
changes in this and other policies as may be necessary or appropriate to reflect
the substitution or change.
Valuation of Separate Account Assets
We will value the assets of the Separate Account each Valuation Day at their
fair market value. The valuation will be done in accordance with accepted
accounting practices and applicable laws and regulations.
Unit Value
Each Subaccount has a Unit Value. When premiums or other amounts are transferred
into a Subaccount, a number of units are purchased based on that Subaccount's
Unit Value as of the end of the Valuation Period during which the transfer is
made. Likewise, when amounts are transferred out of a Subaccount, units are
redeemed in a similar manner.
The Unit Value of each Subaccount was arbitrarily set when the Subaccount began
operations. The Unit Value for each subsequent Valuation Period is the net
investment factor for that period, multiplied by the Unit Value for the
immediately preceding period. The Unit Value for a Valuation Period applies to
each day in the period.
Each Subaccount has its own net investment factor. In the following definition,
"assets" refers to the assets in each Subaccount. "Any amount charged against
the Separate Account" refers to those amounts that are allocated to each
Subaccount.
The net investment factor for a Valuation Period is (a) divided by (b), where:
(a) is the result of:
1. the value of the assets at the end of the preceding Valuation
Period: plus
2. the investment income and capital gains, realized or unrealized,
credited to those assets at the end of the Valuation Period for
which the net investment factor is being determined; minus
3. the capital losses, realized or unrealized, charged against those
assets during the Valuation Period; minus
4. any amount charged against the Separate Account for taxes, or any
amount we set aside during the Valuation Period as a provision
for taxes attributable to the operation or maintenance of the
Separate Account; and
(b) is the value of the assets in the Subaccount at the end of the
preceding Valuation Period.
10
<PAGE>
Transfers
You may transfer Account Value among the Subaccounts. The transfer will be
effective as of the end of the Valuation Period during which we receive your
request at our Home Office. You must request a transfer in writing or in any
other form acceptable to us. We do not currently charge for transfers. We
reserve the right to impose a transfer charge. The maximum amount of any
transfer charge is provided on the policy data pages. When we make transfers,
the Account Value on the date of the transfer will not be affected by the
transfer except to the extent of any transfer charge. Any transfer charge will
be taken from the amount transferred.
We reserve the right to limit, upon written notice, the number of transfers each
calendar year to twelve. Also, we reserve the right to refuse to execute any
transfer:
(1) if any of the Subaccounts that would be affected by the transfer is
unable to purchase or redeem shares of the Fund in which the
Subaccount invests; or
(2) if the transfer is a result of more than one trade involving the same
Subaccount within a 30 day period; or
(3) if necessary for the Policy to be treated as a life insurance policy
under the Internal Revenue Code of 1986, as amended; or
(4) if the transfer would adversely affect accumulation unit values, This
may occur if the transfer would affect one percent or more of the
relevant Fund's total assets.
Where permitted by law, we may accept your authorization of third party
transfers. We may restrict the Subaccounts that will be available to you for
transfers. This restriction may occur during any period such third party is
authorized to act for you. We will give you prior notice of any restrictions. We
will not enforce such restrictions if you provide us with satisfactory evidence
that:
(1) a court of competent jurisdiction has appointed such third party to
act for you; or
(2) you have appointed such third party to act for you for all of your
financial affairs.
ACCOUNT VALUE BENEFITS
How We Determine Account Value
The Account Value of the Policy is equal to:
(a) the Account Value allocated to the Subaccounts; plus
(b) the Account Value held in the General Account to secure Policy Debt.
At the end of the Valuation Period during which the initial premium is received,
the Account Value in each Subaccount is (a) minus(b), where:
(a) is the portion of the initial premium which has been paid and
allocated to that Subaccount; and
(b) is the portion of any due and unpaid monthly deductions allocated to
the Account Value in that Subaccount.
At the end of each Valuation Period after such date, the Account Value allocated
to each Subaccount is (a) plus (b) plus (c) minus (d) minus (e) minus (f),
where:
(a) is the Account Value allocated to the Subaccount at the end of the
preceding Valuation Period, multiplied by the Subaccount's net
investment factor for the current period;
(b) is premium payments received during the current Valuation Period that
have been allocated to the Subaccount;
(c) is any other amounts transferred into the Subaccount during the
current Valuation Period;
(d) is the Account Value transferred out of the Subaccount during the
current Valuation Period;
(e) is any partial surrender made from the Subaccount during the current
Valuation Period; and
(f) is any monthly deduction allocated to the Subaccount during the
current Valuation Period.
Monthly Deduction
The monthly deduction is a charge made on the Policy Date and each Policy Month
thereafter against the Account Value allocated to the Separate Account. The
monthly deduction is equal to the sum of:
. any premium tax recovery charge;
. any distribution expense charge;
11
<PAGE>
. mortality and expense risk charge;
. administrative expense charge; and
. monthly cost of insurance charge.
There will be charges for the first ten years following a premium payment for
premium tax recovery and distribution expenses. The annual rate for these
charges is shown on the policy data pages. The charges will be (a) multiplied by
(b) multiplied by (c), where:
(a) is the monthly rate for the charges;
(b) is the sum of the portions associated with premiums paid in the last
ten years; and
(c) is the Account Value allocated to the Separate Account prior to taking
the monthly deduction.
Beginning on the Policy Date and on each Policy Month thereafter, there will be
a charge for the mortality and expense risk multiplied by the Account Value in
the Separate Account prior to taking the monthly deduction. This charge is shown
on the policy data pages.
The administrative expense charge will be included in the monthly deduction. The
monthly charge is equal to the greater of (a) and (b), where:
(a) is the monthly rate, shown on the policy data pages, multiplied by the
Account Value in the Separate Account prior to taking the monthly
deduction; and
(b) is the minimum monthly administrative expense charge shown on the
policy data pages.
The monthly deduction will also include a charge for the cost of insurance. The
charge for the cost of insurance will not be deducted following the policy
anniversary nearest the Insured's 100th birthday. The monthly deduction for a
Policy Month will be allocated among the Subaccounts in the same proportion that
the Policy's Account Value in each Subaccount bears to the total Account Value
in all Subaccounts at the beginning of the Policy Month.
Cost of insurance
Current Cost of Insurance Charge. The current cost of insurance charge is
deducted as a fixed percentage of the Account Value. The monthly charge is based
on the Insured's gender, issue age, policy duration and rating class. The charge
is determined by us according to our expectations of future experience. We can
change the charges from time to time, but they will never be more than the
guaranteed maximum charge. A change in charges will apply to all persons of the
same age, gender and rating class and whose policies have been in effect for the
same length of time.
Guaranteed Cost of Insurance Charge. The guaranteed maximum charge is calculated
on each Monthly Anniversary Day. The guaranteed maximum charge is based on the
net amount at risk. The net amount at risk is calculated by dividing the Death
Benefit by 1.0032737, and then subtracting the Account Value. To determine the
guaranteed maximum cost of insurance for a particular Policy Month, we divide
the net amount at risk by 1000 and multiply that result by the applicable cost
of insurance rate shown in the Table of Guaranteed Maximum Insurance Rates.
Insufficient Surrender Value
On a Monthly Anniversary Day, if the Surrender Value is not enough to cover the
monthly deduction for that Monthly Anniversary Day, the Grace Period provision
will apply.
Surrender
You can surrender this Policy by sending a written request and the Policy to our
Home Office. The surrender must take place during the Insured's life. Unless an
Optional Payment Plan is chosen, any proceeds will be paid to you in a lump sum.
The amount payable on surrender is the Surrender Value. The Surrender Value is
(a) minus (b) minus (c), where:
(a) is the Account Value on the date we receive your request for surrender
in our Home Office;
(b) is any Policy Debt; and
(c) is any surrender charge that applies.
12
<PAGE>
Surrender Charge
The amount of the surrender charge will be the applicable percentage of the
initial premium as shown in the Table of Surrender Charges on the policy data
pages. The applicable percentage is found next to the years representing the
number of fully completed policy years since the premium payment.
Partial Surrender
In each policy year following the first, you may make one partial surrender from
the Account Value. A charge will be deducted from each partial surrender. The
amount of the charge will equal the lesser of:
(a) $25; and
(b) an amount equal to 2% of the amount of the partial surrender.
The surrender charges, as shown on the policy data pages, will not apply to
partial surrenders of Account Value.
We will not allow a partial surrender to reduce the Account Value below $25,000.
The minimum partial surrender is $1,000. The maximum partial surrender is the
lesser of (a) and (b), where:
(a) is the Surrender Value less $1,000; and
(b) is the available loan amount.
You may tell us how to allocate the partial surrender from the Subaccounts. If
you do not, the partial surrender will be deducted from each Subaccount in the
same proportion that the Policy's Account Value in that Subaccount bears to the
total Account Value in all Subaccounts on the date we receive the request in our
Home Office. If a partial surrender is made, the Account Value and the Specified
Amount under the Policy will be adjusted as follows:
The Account Value will be an amount equal to:
(a) the Account Value allocated to the Subaccounts prior to the partial
surrender minus the partial surrender; plus
(b) the Account Value held in the General Account to secure Policy Debt.
The Specified Amount shown on the policy data pages will be reduced by the
proportion by which the partial surrender reduces the Account Value.
Postponement of Payments
We will usually pay any amounts payable as a result of surrender, partial
surrender or policy loan within seven days after we receive written request in
our Home Office, in a form satisfactory to us. We will usually pay any Death
Proceeds within seven days after we receive due proof of death.
Payment of any amount for surrender, partial surrender, policy loan or Death
Proceeds may be postponed whenever:
. the New York Stock Exchange is closed other than customary week-end
and holiday closings, or trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission; or
. the Securities and Exchange Commission by order permits postponement
for the protection of policy owners; or
. an emergency exists, as determined by the Securities and Exchange
Commission, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to
determine the value of the net assets of the Separate Account.
We have the right to defer payment which is derived from any amount recently
paid to us by check or draft, until we are satisfied the check or draft has been
paid by the bank on which it was drawn.
13
<PAGE>
LOAN BENEFITS
This Policy has loan benefits that are described below. Any outstanding Policy
Debt will be deducted from Death Proceeds, or on surrender.
Making A Policy Loan
You may obtain a policy loan from us. This Policy is the only security required.
The minimum loan amount is $1,000. The maximum loan amount is 90% of the
difference between (a) the Account Value and (b) any surrender charge on the
date of the loan. The available loan amount is the maximum loan amount less any
outstanding Policy Debt.
When a policy loan is made, an amount of Account Value sufficient to secure the
loan is transferred out of the Separate Account and into our General Account.
You may tell us how to allocate that Account Value among the Subaccounts. If you
do not, that Account Value will be allocated among each Subaccount in the same
proportion that the Policy's Account Value in each Subaccount bears to the total
Account Value in all Subaccounts on the date we make the loan.
Account Value in the General Account will earn interest daily at a minimum
annual rate of 4%. On each policy anniversary day, the interest earned since the
preceding policy anniversary day will be transferred into the Separate Account.
This interest will be allocated to the Subaccounts in the same manner as
premiums.
Any loan transaction will permanently affect the values of the Policy.
Policy Loan Interest
The interest rates charged for non-preferred policy loans and for preferred
policy loans are shown on the policy data pages. Interest accrues daily, and is
due and payable on each policy anniversary. If interest is not paid when due, an
amount equal to the amount owed will be transferred out of the Separate Account
and into our General Account to become part of the Policy Debt and interest will
be charged on that amount. Interest transferred out of the Separate Account will
be transferred from each Subaccount in the same proportion that the Account
Value in that Subaccount bears to the total Account Value in all Subaccounts at
the time of interest transfer.
Preferred Policy Debt
A portion of policy loans taken and/or existing after the preferred loan
availability date (shown on the policy data pages) will be designated as
preferred policy debt. The amount of preferred policy debt is redetermined each
Policy Month.
Preferred policy debt will be at least as large as:
(a) the Account Value less any surrender charge that applies; minus
(b) the total premiums paid.
Repaying Policy Debt
You can repay Policy Debt in part or in full any time during the Insured's life
while this Policy is in effect. Loan payments will first be applied to reduce
the portion of Policy Debt that does not correspond to preferred policy debt.
When a loan repayment is made, Account Value in the General Account related to
that payment will be transferred into the Separate Account. You may tell us how
to allocate this Account Value among each Subaccount. If you do not, we will
allocate that amount among the Subaccounts in the same proportion that
premiums are being allocated.
If you do not repay Policy Debt, it will be deducted from any proceeds or
benefit payable at the Insured's death or on surrender. Any Policy Debt which
exists at the end of the 61-day grace period will be deducted from the Account
Value and considered repaid as of the date of termination.
14
<PAGE>
Minimum Loan Payment
If Policy Debt on any Monthly Anniversary Day exceeds the Account Value less any
surrender charge that applies, your Policy will enter a 61-day grace period. In
this case, you will have the 61-day grace period to pay a minimum loan payment
equal to the amount by which Policy Debt exceeds the Account Value less any
surrender charge. As used in this paragraph, Policy Debt, Account Value and
surrender charge are all as of the Monthly Anniversary Day when excess Policy
Debt first occurs.
We will send written notice of the minimum loan payment to you and any assignee
of record at our Home Office at least 30 days prior to the date of termination.
If you do not pay the minimum loan payment by the end of the grace period, your
Policy will terminate without value.
GENERAL INFORMATION
Annual Statement
On each policy anniversary, we will send you an annual statement. The statement
will show the Specified Amount, the Account Value, the Surrender Value and
Policy Debt as of the policy anniversary. The statement will also show premiums
paid and charges made during the policy year.
Calculation of Values
Our calculations of the guaranteed maximum cost of insurance rates are based on
the Commissioners' 1980 Standard Ordinary Mortality Table (age nearest
birthday).
The values provided for in this Policy are always at least what is required by
law of the state where the Policy was delivered. A detailed statement of how we
calculate the values in this Policy has been filed with the insurance department
of the state where the Policy was delivered.
Exchange Provision
During the first 24 Policy Months, you have the right to exchange this Policy
for a flexible premium adjustable life policy. We will not require evidence of
insurability. If you decide to make an exchange, we will notify you of the
policy or policies available for exchange and the procedures to follow. The
policy or policies we offer for exchange will be one offered by us or by an
affiliate. The amount of the new policy will be the Specified Amount of this
Policy on the date of exchange.
The new policy will have the same Policy Date, gender, issue age and equivalent
rating class as this Policy. The new policy will include such riders and
endorsements as were included in this Policy, if such riders and endorsements
are available with the new policy.
The exchange is subject to an equitable adjustment in payments and Account
Values to reflect any variances in the payments and Account Values under the
existing Policy and the new policy.
Limits on Contesting This Policy
In deciding to issue this Policy, we relied on statements in the application for
the Policy. If we increase the Specified Amount or reinstate the Policy after it
lapses, we rely on statements in a supplemental application or a reinstatement
application. The statements in all such applications are considered
representations and not warranties.
We can contest this Policy, an increase in Specified Amount and/or a
reinstatement of this Policy, if:
. any material misrepresentation of fact was made in the application, a
supplemental application or a reinstatement application; and
. a copy of that application was attached to the Policy when issued or
delivered, or was made a part of the Policy when a change in coverage
or Policy reinstatement went into effect.
With respect to the original Specified Amount, we will not contest this Policy
after it has been in effect during the lifetime of the Insured for two years
from its Policy Date. We will not contest an increase in Specified Amount after
that increase has been in effect during the lifetime of the Insured for two
years
15
<PAGE>
from the effective date of the increase. We will not contest a reinstatement of
this Policy after the reinstated Policy has been in effect during the lifetime
of the Insured for two years from the date of reinstatement.
This provision does not apply to riders that provide disability benefits. (This
provision does apply to riders that provide disability benefits and are issued
in South Carolina.)
Misstatement of Age or Gender
If the Insured's age or gender was misstated in an application, the Death
Benefit will be adjusted. The Death Benefit after adjustment will be the sum of
(a) and (b), where:
(a) is the Account Value at the time of the death of the Insured; and
(b) is the unadjusted Death Benefit, reduced by the Account Value at the
time of the Insured's death, and multiplied by the ratio of (1) the
most recent monthly deduction based on the age and gender shown in the
application, to (2) the most recent monthly deduction based on the
true age or gender.
All amounts are those in effect in the Policy Month of the Insured's death.
In no event will the Death Benefi be less than the amount required to keep the
Policy qualified as life insurance.
Nonparticipating
This is not a participating policy. No dividends are payable.
The Policy and Its Parts
The Policy with any attached application(s), and any riders and endorsements is
a legal contract. It is the entire contract between you and us. An agent cannot
change this contract. Any change to it must be in writing and approved by us.
Only an authorized officer of the Company can give our approval.
We will not use any statement in the original application to deny a claim unless
a copy of that application was attached to this Policy when issued or delivered.
We will not use any statement in a supplemental application to deny a claim
unless a copy of that application was sent to you when the change in coverage
went into effect. We will not use any statement in a reinstatement application
to deny a claim unless a copy of the reinstatement application was sent to you
when the Policy was reinstated.
Suicide
If the Insured commits suicide, while sane or insane, within two years (one year
in Colorado) of the Policy Date, all coverage under the Policy will end, and we
will pay a limited amount of proceeds. The limited amount of proceeds will equal
the initial premium plus any additional premiums paid on the Policy that were
not required by an increase in coverage, less Policy Debt and partial
surrenders.
If the Insured commits suicide, while sane or insane, more than two years (one
year in Colorado) after the Policy Date and within two years (one year in
Colorado) after an increase in the Specified Amount became effective, we will
limit the amount of proceeds payable with respect to the increase. The limited
amount of proceeds with respect to the increase will equal the additional
premium payment required for the increase.
Any limited amount payable will be treated as Death Proceeds and paid to the
Beneficiary under the same conditions as the original Specified Amount.
Written Notice
Any written notice to us should be sent to our Home Office at 6610 West Broad
Street, Richmond, Virginia 23230. Please include the policy number and the
Insured's full name.
Any notice we send to you will be sent to your address shown in the application.
Notify us of any change of address.
16
<PAGE>
OPTIONAL PAYMENT PLANS
Death Proceeds or Surrender Value will be paid in one lump sum, unless requested
otherwise. Any part of the proceeds can be left with us and paid under a payment
plan. During the Insured's life, you can choose a plan. A Beneficiary can choose
a plan if you have not chosen one at the Insured's death.
There are several important payment plan rules:
. The payee under a plan cannot be a corporation, association or
fiduciary.
. If you change a Beneficiary, your plan selection will no longer be in
effect unless you request that it continue.
. Any choice or change of a plan must be sent in writing to our Home
Office.
. The amount of each payment under a plan must be at least $50.
. Payments will begin either on the date of the Insured's death or on
surrender, except for payments under Plan 4 which begin at the end of
the first interest period.
. Payments are backed by assets in our General Account.
Plan 1. Income for A Fixed Period. We will make equal periodic payments for a
fixed period, not longer than 30 years. Payments can be annual, semi-annual,
quarterly or monthly. Payments will be made according to the table in
this section. Guaranteed amounts payable under this plan will earn interest at
3% compounded yearly. We may increase the interest and the amount of any
payment. If the payee dies, the amount of the remaining guaranteed payments will
be discounted to the date of the payee's death at a yearly rate of 3%.
Discounted means we will deduct the amount of interest each remaining payment
would have included had it not been paid out early. The discounted amount will
be paid in one sum to the payee's estate unless otherwise provided.
Plan 2. Life Income. We will make equal monthly payments for a guaranteed
minimum period. If the payee lives longer than the minimum period, payments will
continue for his or her life. The minimum period can be 10, 15 or 20 years.
Payments will be according to the table in this section. Guaranteed amounts
payable under this plan will earn interest at 3% compounded yearly. We may
increase the interest rate and the amount of any payment. If the payee dies
before the end of the guaranteed period, the amount of remaining payments for
the minimum period will be discounted at the same interest rate used to
calculate the monthly income. The discounted amounts will be paid in one sum to
the payee's estate unless otherwise provided.
Plan 3. Income of A Definite Amount. We will make equal periodic payments of a
definite amount. Payments can be annual, semi-annual, quarterly or monthly. The
amount paid each year must be at least $120 for each $1,000 of proceeds.
Payments will continue until the proceeds are exhausted. The last payment will
equal the amount of any unpaid proceeds. Unpaid proceeds will earn interest at
3% compounded yearly. We may increase the interest rate. If we do, the payment
period will be extended. If the payee dies, the amount of the remaining proceeds
with earned interest will be paid in one sum to his or her estate unless
otherwise provided.
Plan 4. Interest Income. We will make periodic payments of interest earned from
the proceeds left with us. Payments can be annual, semi-annual, quarterly or
monthly, and will begin at the end of the first period chosen. Proceeds left
under this plan will earn interest at 3% compounded yearly. We may increase the
interest rate and the amount of any payment. If the payee dies, the amount of
remaining proceeds and any earned but unpaid interest will be paid in one sum to
his or her estate unless otherwise provided.
Plan 5. Joint Life and Survivor Income. We will make equal monthly payments to
two payees for a guaranteed minimum of 10 years. Each payee must be at least 35
years old when payments begin. The guaranteed amount payable under this plan
will earn interest at 3% compounded yearly. We may increase the interest rate
and the amount of any payment. Payments will continue as long as either payee is
living. If both payees die before the end of the minimum period, the amount of
the remaining payments for the 10 year period will be discounted at the same
interest rate used to calculate the monthly income. The discounted amount will
be paid in one sum to the survivor's estate unless otherwise provided.
17
<PAGE>
Plan 1 Table: Monthly payment rates for each $1,000 of proceeds under Plan 1.
<TABLE>
<CAPTION>
Years
Payable 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Monthly
Payment $84.47 $42.86 $28.99 $22.06 $17.91 $15.14 $13.16 $11.68 $10.53 $9.61 $8.86 $8.24 $7.71 $7.26 $6.87
==================================================================================================================================
Years
Payable 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
- ----------------------------------------------------------------------------------------------------------------------------------
Monthly
Payment $6.53 $6.23 $5.96 $5.73 $5.51 $5.32 $5.15 $4.99 $4.84 $4.71 $4.59 $4.47 $4.37 $4.27 $4.18
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Annual, semi-annual or quarterly payments are determined by multiplying the
monthly payment by 11.838,5.963 or 2.992, respectively.
Plan 2 Table: Monthly payment rates for each $1,000 of proceeds under Plan 2.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Settlement Settlement
Age Male Payee Female Payee Age Male Payee Female Payee
-------------------------- ------------------------- --------------------------- ----------------------------
1O Years 15 Years 2O Years 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years
Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 $2.90 $2.89 $2.89 $2.80 $2.80 $2.80 65 $5.44 $5.17 $4.83 $4.85 $4.72 $4.54
25 2.99 2.98 2.98 2.88 2.87 2.87 66 5.58 5.28 4.89 4.97 4.83 4.62
30 3.10 3.10 3.09 2.96 2:96 2.96 67 5.74 5.38 4.96 5.10 4.93 4.69
35 3.24 3.24 3.23 3.08 3.07 3.07 68 5.89 5.49 5.02 5.24 5.04 4.77
40 3.43 3.41 3.39 3.22 3.21 3.20 69 6.05 5.60 5.08 5.39 5.16 4.84
45 3.66 3.64 3.60 3.40 3.39 3.37 70 6.22 5.70 5.13 5.55 5.28 4.92
50 3.95 3.91 3.85 3.63 3.61 3.59 71 6.39 5.81 5.18 5.71 5.39 4.99
51 4.02 3.97 3.91 3.68 3.66 3.63 72 6.57 5.91 5.23 5.88 5.51 5.05
52 4.09 4.04 3.96 3.74 3.72 3.68 73 6.75 6.01 5.27 6.06 5.63 5.12
53 4.16 4.11 4.02 3.80 3.77 3.74 74 6.93 6.10 5.31 6.25 5.75 5.17
54 4.24 4.18 4.08 3.86 3.83 3.79 75 7.12 6.19 5.35 6.44 5.87 5.22
55 4.32 4.25 4.15 3.93 3.90 3.85 76 7.30 6.28 5.38 6.64 5.98 5.27
56 4.41 4.33 4.21 4.00 3.96 3.91 77 7.49 6.35 5.40 6.85 6.09 5.31
57 4.50 4.41 4.28 4.07 4.03 3.97 78 7.67 6.43 5.42 7.06 6.19 5.35
58 4.60 4.49 4.34 4.15 4.10 4.03 79 7.85 6.49 5.44 7.27 6.28 5.38
59 4.70 4.58 4.41 4.23 4.18 4.10 80 8.02 6.55 5.46 7.48 6.37 5.41
60 4.81 4.67 4.48 4.32 4.26 4.17 81 8.18 6.61 5.47 7.68 6.45 5.43
61 4.92 4.77 4.55 4.42 4.35 4.24 82 8.34 6.65 5.48 7.88 6.52 5.45
62 5.04 4.86 4.62 4.52 4.43 4.31 83 8.49 6.69 5.49 8.08 6.58 5.47
63 5.17 4.96 4.69 4.62 4.53 4.39 84 8.63 6.73 5.50 8.26 6.63 5.48
64 5.30 5.06 4.76 4.73 4.62 4.46 85 8.76 6.76 5.50 8.43 6.68 5.49
& over
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Values for ages not shown will be furnished upon request.
Plan 5 Table: Monthly payment rates for each $1000 of proceeds under Plan 5.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Male Settlement Female Settlement Age
Age 35 40 45 50 55 60 65 70 75 80 85 & over
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $2.95 $3.00 $3.06 $3.11 $3.15 $3.18 $3.20 $3.22 $3.24 $3.24 $3.24
40 2.98 3.06 3.13 3.20 3.26 3.31 3.35 3.38 3.40 3.41 3.42
45 3.01 3.10 3.20 3.30 3.39 3.46 3.53 3.58 3.61 3.64 3.65
50 3.03 3.14 3.25 3.38 3.51 3.63 3.73 3.81 3.87 3.91 3.93
55 3.04 3.16 3.30 3.45 3.62 3.79 3.94 4.08 4.18 4.25 4.29
60 3.05 3.18 3.33 3.51 3.72 3.94 4.16 4.37 4.55 4.67 4.75
65 3.06 3.19 3.36 3.56 3.79 4.07 4.37 4.68 4.96 5.18 5.32
70 3.07 3.20 3.37 3.59 3.85 4.17 4.55 4.97 5.39 5.75 6.00
75 3.07 3.21 3.38 3.61 3.89 4.24 4.68 5.20 5.78 6.32 6.73
80 3.07 3.21 3.39 3.62 3.91 4.28 4.76 5.37 6.08 6.81 7.40
85 & over 3.07 3.22 3.39 3.62 3.92 4.31 4.81 5.47 6.28 7.15 7.91
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Figures for intermediate ages, for two males or two females will be furnished
upon request.
Settlement Age: The settlement age is the payee's age nearest birthday on the
date payments begin, minus an age adjustment from the table below. The age
adjustment cannot exceed the age of the payee.
---------------------------------------------------------------
Year Payments Begin Age
After Prior To Adjustment
---------------------------------------------------------------
---- 2001 0
2000 2026 3
2025 2051 7
2050 ---- 10
---------------------------------------------------------------
18
<PAGE>
FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
. Death Proceeds payable at the Insured's death
. Adjustable Death Benefit
. Flexible premiums payable for the Insured's life
. Some benefits reflect investment results
. No dividends
- --------------------------------------------------------------------------------
GE LIFE AND ANNUITY
ASSURANCE COMPANY
<PAGE>
Exhibit (5)(a)(i)
FLEXIBLE PREMIUM VARIABLE
JOINT AND LAST SURVIVOR
LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
To the Owner:
Please read your Policy carefully. This Policy is a legal contract between you
and the Company. You, the Owner, have benefits and rights described in this
Policy. The Insureds are named in the Policy. The Beneficiary is as named in the
attached application, unless later changed. We will pay the Death Proceeds of
this Policy to the Beneficiary, subject to policy provisions. This is a Flexible
Premium Variable Joint and Last Survivor Life Insurance Policy. You may increase
the Specified Amount. We will allocate premiums to the Separate Account named on
the policy data pages.
THIS POLICY'S ACCOUNT VALUE IN THE SEPARATE ACCOUNT IS BASED ON THE INVESTMENT
EXPERIENCE OF THAT ACCOUNT, AND MAY INCREASE OR DECREASE DAILY. IT IS NOT
GUARANTEED AS TO DOLLAR AMOUNT. SEE ACCOUNT VALUE BENEFITS SECTION. THE AMOUNT
OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY VARY UNDER THE
CONDITIONS DESCRIBED IN DEATH PROCEEDS SECTION. THE MAXIMUM LOAN AMOUNT IS
NINETY PERCENT OF THE DIFFERENCE BETWEEN THE ACCOUNT VALUE AND ANY SURRENDER
CHARGE ON THE DATE OF THE LOAN.
Refund Privilege. You may return this Policy to our Home Office or to your agent
within 10 days (15 days in Colorado, 20 days in Idaho, Illinois and North
Dakota, 30 days in Florida) after its delivery for a refund. The amount of the
refund will equal the total of all premiums paid.
For GE Life and Annuity Assurance Company
A B C D E F A B C D E F G H
G H I J K L I J K L M N O P
Q R S T U V W X
DONITA M. KING PAMELA S. SCHUTZ
SECRETARY PRESIDENT
- --------------------------------------------------------------------------------
. Flexible Premium Variable Joint and Last Survivor Life Insurance
Policy
. Death Proceeds payable at the death of the second Insured to die
. Adjustable Death Benefit
. Flexible premiums payable until the death of the second Insured to die
. Some benefits reflect investment results
. No dividends
- --------------------------------------------------------------------------------
GE LIFE AND ANNUITY
ASSURANCE COMPANY
6610 West Broad Street, Richmond, Virginia 23230
l-800-628-2238
A Stock Company
FORM P1255 4/00
<PAGE>
POLICY DATA
SCHEDULE OF BENEFITS SCHEDULE OF PREMIUMS
AMOUNT PAYABLE
LIFE INSURANCE [$XX,XXX.XX] SINGLE PAYMENT
INITIAL PREMIUM DUE: [$XX,XXX.XX]
ADDITIONAL PREMIUM PAYMENTS MAY BE MADE. SEE PREMIUM PAYMENTS SECTION.
CHARGES:
PREMIUM TAX RECOVERY CHARGE: [0.20% ANNUALLY (.0167% MONTHLY)]
DISTRIBUTION EXPENSE CHARGE: [0.30% ANNUALLY (.0250% MONTHLY)]
MORTALITY AND EXPENSE RISK CHARGE:
[0.70% ANNUALLY (.0583% MONTHLY) DURING THE FIRST 10 POLICY YEARS]
[0.35% ANNUALLY (.0292% MONTHLY) THEREAFTER]
ADMINISTRATIVE EXPENSE CHARGE: [0.40% ANNUALLY (.0333% MONTHLY)
MINIMUM MONTHLY AMOUNT IS $8.00]
MAXIMUM TRANSFER CHARGE: [$10.00]
MAXIMUM POLICY LOAN INTEREST RATES:
NON-PREFERRED LOANS: [6.00% PER ANNUM PAYABLE IN ARREARS]
PREFERRED LOANS: [4.00% PER ANNUM PAYABLE IN ARREARS]
PREFERRED LOAN AVAILABILITY DATE: [APRIL 1, 2001]
NOTE: IT IS POSSIBLE THAT COVERAGE WILL EXPIRE WHERE EITHER NO PREMIUMS ARE PAID
FOLLOWING PAYMENT OF THE INITIAL PREMIUM OR SUBSEQUENT PREMIUMS ARE INSUFFICIENT
TO CONTINUE COVERAGE.
OWNER [THE INSUREDS]
INSURED [JOHN DOE] [MALE 35] AGE NEAREST BIRTHDAY
[STANDARD RATING CLASS]
[JANE DOE] [FEMALE 35] AGE NEAREST BIRTHDAY
[STANDARD RATING CLASS]
POLICY NUMBER [N00000000]
POLICY DATE [APRIL 1, 2000]
MONTHLY ANNIVERSARY DAY [l]
PLAN FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE
[$XX,XXX] SPECIFIED AMOUNT
P1255DP 4/00
<PAGE>
SEPARATE ACCOUNT III
SUBACCOUNTS ARE INVESTED IN
[AIM VARIABLE INSURANCE FUNDS
AIM CAPITAL APPRECIATION - B AIM V.I. CAPITAL APPRECIATION FUND
AIM GROWTH - B AIM V.I. GROWTH FUND
AIM VALUE - B AIM V.I. VALUE FUND
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
AVP GROWTH & INCOME - B GROWTH AND INCOME PORTFOLIO
AVP PREMIER GROWTH - B PREMIER GROWTH PORTFOLIO
AVP QUASAR - B QUASAR PORTFOLIO
DREYFUS
DRF EMERGING MARKETS - B DREYFUS INVESTMENT - EMERGING MARKETS
PORTFOLIO
DRF SOCIALLY RESPONSIBLE
GROWTH - B THE DREYFUS SOCIALLY RESPONSIBLE GROWTH
FUND, INC.
FEDERATED INSURANCE SERIES
FED HIGH INCOME BOND - B FEDERATED HIGH INCOME BOND FUND II
FED INTERNATIONAL SMALL COMPANY - B FEDERATED INTERNATIONAL SMALL COMPANY
FUND II
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FID EQUITY INCOME - B EQUITY INCOME PORTFOLIO
FID GROWTH - B GROWTH PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
FID CONTRAFUND - B CONTRAFUND PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
FID GROWTH & INCOME - B GROWTH & INCOME PORTFOLIO
FID MID CAP - B MID CAP PORTFOLIO
GE ASSET MANAGEMENT
GEI MID-CAP VALUE EQUITY - B MID-CAP VALUE EQUITY FUND
GEI MONEY MARKET - B MONEY MARKET FUND
GEI PREMIER GROWTH EQUITY - B PREMIER GROWTH EQUITY FUND
GEI S&P 500 INDEX - B* S&P 500 INDEX FUND
GEI SMALL-CAP VALUE EQUITY - B SMALL-CAP VALUE EQUITY FUND
GEI U.S. EQUITY - B U.S. EQUITY FUND
GEI VALUE EQUITY - B VALUE EQUITY FUND
JANUS ASPEN SERIES
JAN AGGRESSIVE GROWTH - B AGGRESSIVE GROWTH PORTFOLIO
JAN BALANCED - B BALANCED PORTFOLIO
JAN CAPITAL APPRECIATION - B CAPITAL APPRECIATI0N PORTFOLI0
JAN GLOBAL LIFE SCIENCES - B GLOBAL LIFE SCIENCES PORTFOLIO
JAN GLOBAL TECHNOLOGY - B GLOBAL TECHNOLOGY PORTFOLIO
JAN GROWTH - B GROWTH PORTFOLIO
JAN INTERNATIONAL GROWTH - B INTERNATIONAL GROWTH PORTFOLIO
JAN WORLDWIDE GROWTH - B WORLDWIDE GROWTH PORTFOLIO
CONTINUED EFFECTIVE [4/O1/OO]
P1255 IS
<PAGE>
MFS VARIABLE INSURANCE TRUST
MFS GROWTH - B MFS GROWTH SERIES
MFS GROWTH WITH INCOME - B MFS GROWTH WITH INCOME SERIES
MFS NEW DISCOVERY - B MFS NEW DISCOVERY SERIES
MFS UTILITIES - B MFS UTILITIES SERIES
OPPENHEIMER VARIABLE ACCOUNT FUNDS
OPP GLOBAL SECURITIES/VA - B OPPENHEIMER GLOBAL SECURITIES FUND/VA
OPP MAIN STREET GROWTH &
INCOME/VA - B OPPENHEIMER MAIN STREET GROWTH & INCOME FUND/VA
PIMCO VARIABLE INSURANCE TRUST
PIM FOREIGN BOND - B FOREIGN BOND PORTFOLIO
PIM HIGH YIELD BOND - B HIGH YIELD BOND PORTFOLIO
PIM LONG TERM
U.S. GOVERNMENT BOND - B LONG-TERM U.S. GOVERNMENT BOND PORTFOLIO
PIM TOTAL RETURN BOND - B TOTAL RETURN BOND PORTFOLIO
RYDEX VARIABLE TRUST
RYD OTC - B ** RYDEX OTC FUND]
GUARANTEE ACCOUNT
MINIMUM GUARANTEED INTEREST RATE [4%]
YOU MAY ALLOCATE YOUR PREMIUMS AND ACCOUNT VALUE TO AS MANY AS [TEN] SUBACCOUNTS
IN ADDITION TO ANY GUARANTEE ACCOUNT. YOUR ALLOCATIONS MUST BE IN PERCENTAGES
TOTALING 100%. EACH ALLOCATION PERCENTAGE MUST BE A WHOLE NUMBER AND AT LEAST
1%.
CONSULT YOUR PROSPECTUS FOR INVESTMENT DETAILS.
* "STANDARD & POOR'S," "S&P," "S&P 500," "STANDARD & POOR'S 500," AND "500" ARE
TRADEMARKS OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY
GE ASSET MANAGEMENT INCORPORATED. THE S&P 500 INDEX FUND IS NOT SPONSORED,
ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND STANDARD & POOR'S MAKES NO
REPRESENTATION REGARDING THE ADVISABILITY OF INVESTING IN THE FUND.
** THE NASDAQ 100 INDEX IS AN UNMANAGED INDEX THAT ISA WIDELY RECOGNIZED
INDICATOR OF OTC MARKET PERFORMANCE.
P1255 IS EFFECTIVE [4/01/00]
<PAGE>
POLICY NUMBER [N00000000]
TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
AGE LIFE
MONTHLY
RATE
(DO NOT SHOW ABOVE AGE 99)
P1255DP 4/00
<PAGE>
POLICY NUMBER [N00000000]
TABLE OF MAXIMUM PREMIUMS
POLICY MAXIMUM POLICY MAXIMUM
YEAR PREMIUM YEAR PREMIUM
ACCORDING TO OUR UNDERSTANDING OF CURRENT FEDERAL TAX LAW, YOU MAY NOT PAY MORE
THAN THESE AMOUNTS CUMULATIVELY AND MAINTAIN THE TAX STATUS OF THIS POLICY AS
LIFE INSURANCE. THIS TABLE IS SUBJECT TO CHANGE. THIS TABLE DOES NOT RELATE TO
MODIFIED ENDOWMENT CONTRACT STATUS UNDER FEDERAL TAX LAW.
P1255DP 4/00
<PAGE>
POLICY NUMBER [N00000000]
TABLE OF SURRENDER CHARGES
COMPLETED SURRENDER CHARGE
POLICY YEARS PERCENTAGE
(AS A PERCENTAGE OF INITIAL PREMIUM PAYMENT)
0 6
1 6
2 5
3 4
4 3
5 2
6 1
YEARS 7 AND LATER 0
(LAUREN IS RUNNING NUMBERS IN ORDER TO DETERMINE %S)
P1255DP 4/00
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Policy Data ............................................................. X
Definitions ............................................................. X
Introduction ............................................................ X
The Owner and the Beneficiary ........................................... X
Premium Payments ........................................................ X
Death Proceeds .......................................................... X
The Separate Account .................................................... X
Account Value Benefits .................................................. X
Loan Benefits ........................................................... X
General Information ..................................................... X
Optional Payment Plans .................................................. X
A copy of the application and any riders and endorsements follow page xx.
DEFINITIONS
Account Value - The total amount under the Policy in each Subaccount and our
General Account.
Attained Age - An Insured's age on the Policy Date plus the number of full years
since the Policy Date.
Beneficiary - The person or entity designated by the Owner to receive the Death
Proceeds payable at the death of the second Insured to die.
The Company - GE Life and Annuity Assurance Company. "We", "us" or "our" refers
to the Company.
Death Benefit - The benefit determined in effect as of the date of death of the
second Insured to die.
Death Proceeds - The total amount payable to the Beneficiary on the death of the
second Insured to die.
Fund - Any open-end management investment company or unit investment trust in
which a Subaccount invests.
General Account - Assets of the Company other than those allocated to the
Separate Account or any other separate account of the Company.
Home Office - The Company's offices at 6610 West Broad Street, Richmond,
Virginia 23230.
Insured(s) - The persons whose lives are insured under this Policy.
Monthly Anniversary Day - The same day in each month as the Policy Date. This
day is shown on the policy data pages.
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Optional Payment Plan - A plan whereby any part of Death Proceeds or Surrender
Value can be left with us to provide a series of periodic payments to an Owner
or Beneficiary.
Owner - The Owner of the Policy as named in this Policy. "You" or "your" refers
to the Owner. Contingent owners may also be named.
Policy - This Policy with any attached application(s), and any riders and
endorsements.
Policy Date - Date the Policy is issued and becomes effective. Policy years and
anniversaries are measured from the Policy Date. The Policy Date is shown on the
policy data pages. If the Policy Date would otherwise fall on the 29th, 30th or
31st of the month, the Policy Date will be the 28th.
Policy Debt - The amount of any outstanding loans plus accrued interest. Policy
Debt is deducted from proceeds payable at the death of the second Insured to
die, or at the time of surrender.
Policy Month - A one-month period beginning on a Monthly Anniversary Day and
ending on the day immediately preceding the next Monthly Anniversary Day.
Separate Account - The segregated asset account of the Company shown on the
policy data pages.
Specified Amount - An amount used in determining the insurance coverage. The
original Specified Amount is shown on the policy data pages.
Subaccount - A subdivision of the Separate Account, the assets of which are
invested exclusively in a corresponding portfolio of a Fund.
Surrender Value - The amount payable to the Owner upon surrender of the Policy.
Unit Value - Unit of measure used to calculate the Account Value for each
Subaccount.
Valuation Day - For each Subaccount, each day on which the New York Stock
Exchange is open for regular trading except for days that the Subaccount's
corresponding Fund does not value its shares.
Valuation Period - Period that starts at the close of regular trading on the New
York Stock Exchange on any Valuation Day and ends at the close of regular
trading on the next succeeding Valuation Day.
INTRODUCTION
This is a flexible premium variable joint and last survivor life insurance
policy. The first premium payment is due on the Policy Date. Additional premiums
may be paid subject to conditions specified in the Premium Payments section. In
return for these premiums and the insurance application, we provide certain
benefits.
The Policy provides Death Proceeds. Proceeds can be paid in a lump sum or under
an Optional Payment Plan. No Death Proceeds are payable until the death of the
second Insured to die. (See Death Proceeds section.)
The Policy has an Account Value. The Account Value reflects the investment
experience of the Separate Account. (See THE SEPARATE ACCOUNT section.) Account
Value is the basis for certain benefits you can use before the death of the
second Insured to die.
READ YOUR POLICY CAREFULLY.
Inforce Illustrations
We will provide an inforce illustration of future life insurance and Account
Value proceeds. To receive an illustration, send a written request to our Home
Office. You must pay any service fee in effect at that time. The fee will not be
more than $25 per illustration.
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<PAGE>
The illustration will assume:
. amounts of insurance; and
. other assumptions specified by you or by us.
When This Policy Will Terminate
All coverage under this Policy will terminate when:
. you request that coverage terminate and you return this Policy;
. at the second death of the two Insureds; or
. the grace period ends without sufficient premium being paid.
This Policy will also terminate as stated in the Suicide provision.
THE OWNER AND THE BENEFICIARY
The Owner
You have rights in the Policy during either Insured's life. The Policy names the
Insureds. If you are not an Insured, you should name a contingent owner who
will become the Owner if you die before either Insured. If you die before either
Insured and there is no contingent owner, ownership passes to your estate. If
there are multiple Owners, they own the Policy jointly with rights of
survivorship. If the last surviving joint Owner dies before both Insureds,
ownership passes to the estate of that joint Owner.
The Beneficiary
You may name primary and contingent Beneficiaries. Your original Beneficiary
choice is shown in the attached application. Unless an Optional Payment Plan is
chosen, Death Proceeds will be paid in a lump sum to the primary Beneficiary. If
the primary Beneficiary dies before the second Insured to die, Death Proceeds
will be paid to the contingent Beneficiary. If no Beneficiary survives the
second Insured to die, Death Proceeds will be paid to you or your estate.
You may name more than one primary or contingent Beneficiary. If you do, the
proceeds will be paid in equal shares to the survivors in the appropriate
Beneficiary class who survive the second Insured to die, unless you have
requested otherwise.
Changing the Owner or Beneficiary
During either Insured's life, you may change the Owner. You may also change the
Beneficiary during either Insured's life if you reserved this right.
How to Change the Owner or Beneficiary. To make a change, send a written request
to our Home Office. The request must be received by us in a form satisfactory to
us. The change will take effect as of the date you sign the request. The change
will be subject to any payment we make before we record the change.
Using the Policy as Collateral for a Loan
This Policy may be assigned as collateral security. We must be notified in
writing if you assign the Policy. Any payment we make before we record the
assignment at our Home Office will not be affected. We are not responsible for
the validity of an assignment. Your rights and the rights of any revocable
Beneficiary may be affected by an assignment.
Trustee
If a trustee is named as the Owner or Beneficiary of this Policy and exercises
ownership rights or claims benefits, we will have no obligation to verify that a
trust is in effect. We are not obligated to verify that the trustee is acting
within the scope of his/her authority. Payment of policy benefits to the trustee
will release us from all obligations under the Policy to the extent of the
payment. We will have no obligation to ensure that a payment to the trustee is
applied according to the terms of the trust agreement.
6
<PAGE>
PREMIUM PAYMENTS
This Policy's initial premium is due on the Policy Date.
Additional Premium Payments
If there is no outstanding Policy Debt, you may make additional premium
payments. If there is outstanding Policy Debt, any payment you make will be used
first for repaying Policy Debt. You may make additional premium payments if the
payment:
. is at least $1,000 and in addition to the total of all premiums
previously paid does not exceed the maximum premiums shown in the
policy data pages; or
. is required for an increase in Specified Amount after the first
anniversary; or
. is required as described in the Grace Period provision to prevent
termination.
At issue, the portion of Account Value in the Separate Account associated with
the initial premium is 1.
If you pay an additional premium, the portion of the Account Value in the
Separate Account representing the additional premium will be determined on the
date the premium is received. This portion is (a) divided by (b), where:
(a) is l; and
(b) is the portion of the Account Value in the Separate Account for the
additional premium causing the redetermination.
Whenever an additional premium is paid, we redetermine the portion of Account
Value in the Separate Account associated with the initial premium. The new
portion associated with the initial premium will be (a) minus (b), multiplied by
(c), where:
(a) is 1;
(b) is the portion of the Account Value in the Separate Account
representing the additional premium causing the redetermination; and
(c) is the current portion associated with the premium for which the new
portion is being determined.
Whenever an additional premium is paid, we will redetermine all portions
associated with prior additional premiums in the same manner as described above
for the portion associated with the initial premium.
Where to Pay Premiums
Send each premium to our Home Office. Make the check payable to GE Life and
Annuity Assurance Company.
Allocation of Premiums
You may allocate premiums to one or more Subaccounts. You may not allocate
premiums to more than the maximum number of Subaccounts shown on the policy data
pages. The minimum percentage of each premium which may be allocated to any
particular Subaccount is shown on the policy data pages. Premiums will initially
be allocated in accordance with the allocations requested by you. You may change
the allocation of premiums at any time without charge. To change your
allocations send us a notice at our Home Office. The notice must be in writing
or in any form acceptable to us. The changed allocation will apply to premiums
received after we record the change.
Grace Period
If the Surrender Value on a Monthly Anniversary Day is insufficient to cover the
monthly deduction due on that Monthly Anniversary Day, we will allow a 61-day
grace period for payment of a premium sufficient to cover the monthly deduction.
This grace period will begin on the day we mail notice of the sufficient
premium. We will mail notice to you and any assignee of record in our Home
Office. If such premium is not paid by the end of the grace period, the Policy
will terminate without value. The monthly deduction is described in the Account
Value Benefits section. Coverage continues during the grace period. If the death
of the second Insured to die occurs during the grace period, the proceeds will
be reduced by any overdue monthly deduction.
7
<PAGE>
How This Policy Can Be Reinstated
You may reinstate this Policy within three years of the end of the grace period
if:
(1) you submit an application for reinstatement;
(2) you provide required evidence of insurability satisfactory to us that
each Insured is insurable at the same rating class used at policy
issue to determine the guaranteed maximum cost of insurance rate
scale;
(3) the Policy has not been surrendered for cash; and
(4) you pay the premium as described in this section.
The Policy will be reinstated effective on the date we approve the
reinstatement. The surrender charge will be as though the Policy had been in
effect continuously from its original Policy Date. On the date of reinstatement,
the Account Value will be allocated to the Subaccounts. Unless you tell us
otherwise, these allocations will be made in the same manner that premiums are
allocated. You will have to pay a premium sufficient to keep the Policy in
effect for at least two months.
On the date of reinstatement, the Account Value will equal (a) plus (b) minus
(c), where:
(a) is the surrender charge in effect on the date of reinstatement;
(b) is the premium paid to reinstate; and
(c) is the monthly deduction for the month following the date of
reinstatement.
DEATH PROCEEDS
Death Proceeds are payable at the death of the second Insured to die. No
benefits are payable at the death of the first Insured to die. We will process a
claim for Death Proceeds on this Policy when we receive:
. this Policy;
. due proof that both Insureds died while this Policy was in effect;
and
. proof of the interest of the claimant.
Proceeds can be paid in a lump sum or under an Optional Payment Plan. Any Death
Proceeds that are paid in one lump sum will include interest from the date of
death of the second Insured to die to the date of payment. Interest will be paid
at a rate set by us, or by law if greater. Interest will not be paid beyond one
year or any longer period set by law.
How We Determine the Death Proceeds
The Death Benefit is based on the Specified Amount shown in the policy data
pages. If the younger Insured was the first to die, the Death Benefit will
depend on the Attained Age that he/she would have been if still living.
The Death Benefit, prior to the younger Insured's attainment of age 100, will be
the greater of:
. the Specified Amount on the date of death of the second Insured to
die; and
. the Account Value on the date of death of the second Insured to die,
multiplied by the corridor percentage.
The Death Benefit, at and following the younger Insured's attainment of age 100,
will be the Account Value on the date of death of the second Insured to die,
multiplied by the corridor percentage.
In no event will the Death Benefit be less than the amount required to keep the
Policy qualified as life insurance.
The corridor percentage depends on the Attained Age of the younger Insured on
the date of death of the second Insured to die. If the younger Insured was the
first to die, the corridor percentage will depend on the Attained Age that
he/she would have been if still living.
<TABLE>
<CAPTION>
Attained Corridor Attained Corridor Attained Corridor Attained Corridor
Age Percentage Age Percentage Age Percentage Age Percentage
- -------- ---------- -------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
40 or 50 185% 61 128% 72 111%
younger 250% 51 178 62 126 73 109
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
41 243 52 171 63 124 74 107
42 236 53 164 64 122 75
43 229 54 157 65 120 through
44 222 55 150 66 119 90 105
45 215 56 146 67 118 91 104
46 209 57 142 68 117 92 103
47 203 58 138 69 116 93 102
48 197 59 134 70 115 94 or
49 191 60 130 71 113 older 101
</TABLE>
The actual amount of Death Proceeds will depend on:
. the Death Benefit as determined above;
. the use of the Account Value;
. any partial surrenders;
. any Policy Debt;
. any additional insurance provided by rider;
. any increase or decrease in the Specified Amount;
. either Insured's suicide during the first two policy years (one year
in Colorado) or during the first two policy years (one year in
Colorado) following an increase in existing coverage; and
. a misstatement of either Insured's age or gender.
Compliance as Life Insurance
We reserve the right to amend this Policy as necessary to maintain compliance
with the Internal Revenue Code. We will send any such amendments to you. You
have the right to refuse such amendments and accept full responsibility for any
consequences as a result of such refusal. We also reserve the right to return
any premium with earnings thereon to maintain such compliance.
Increasing the Specified Amount
You may apply for an increase in Specified Amount after the first Policy
anniversary. To apply for an increase, you must submit an application. The
minimum increase in Specified Amount allowed is one which requires a $1,000.00
additional premium payment. You will have to submit evidence satisfactory to us
that each Insured is insurable at the same rating class used at policy issue.
After an increase is approved, we will require an additional premium payment.
The increase will become effective on the date we receive the required payment.
This date will be shown in a supplemental policy data page.
THE SEPARATE ACCOUNT
The Separate Account supports the operation of this Policy and certain other
variable life insurance policies we may offer. We will not allocate assets to
the Separate Account to support the operation of any contracts or policies that
are not variable life insurance.
We own the assets in the Separate Account. These assets are held separately from
our other assets. They are not part of our General Account.
The Separate Account is registered with the Securities and Exchange Commission
as a unit investment trust under the Investment Company Act of 1940. The
Separate Account is also subject to Virginia laws which regulate the operations
of insurance companies incorporated in Virginia. The investment policy of the
Separate Account will not be changed without the approval of the Virginia
Insurance Commissioner. The approval process is on file with the Insurance
Commissioner of the state in which this Policy was delivered.
Insulation of Assets
The Separate Account assets equal the reserves and other policy liabilities
supported by the Separate Account. These assets will not be charged with
liabilities arising from any other business we conduct. We have the right to
transfer to our General Account any assets of the Separate Account which are in
excess of such reserves and other policy liabilities.
9
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Subaccounts
The Separate Account is divided into Subaccounts. Each Subaccount's income,
gains and losses, realized or unrealized, are credited to or charged against
that Subaccount. This transaction is made without regard to other income, gains
or losses of the Company or any other Subaccount.
The Subaccounts available under this Policy are shown on the policy data pages.
Each Subaccount invests exclusively in a Fund. Shares of a Fund are purchased
and redeemed at their net asset value. Any income, dividends or gains
attributable to Fund shares are reinvested in additional Fund shares at net
asset value.
Changes to the Separate Account and Subaccounts
Where permitted by applicable law, we may:
. create new separate accounts;
. combine separate accounts, including the Separate Account;
. transfer assets of the Separate Account to another separate account;
. add new Subaccounts to or remove existing Subaccounts from the
Separate Account or combine Subaccounts;
. make Subaccounts (including new Subaccounts) available to such classes
of policies as we may determine;
. add new Funds or remove existing Funds;
. substitute new Funds for any existing Fund whose shares are no longer
available for investment;
. substitute new Funds for any existing Fund which we determine is no
longer appropriate in light of the purposes of the Separate Account;
. deregister the Separate Account under the Investment Company Act of
1940; and
. operate the Separate Account under the direction of a committee or in
any other form permitted by law.
In the event of any substitution or change, we may, by endorsement, make such
changes in this and other policies as may be necessary or appropriate to reflect
the substitution or change.
Valuation of Separate Account Assets
We will value the assets of the Separate Account each Valuation Day at their
fair market value. The valuation will be done in accordance with accepted
accounting practices and applicable laws and regulations.
Unit Value
Each Subaccount has a Unit Value. When premiums or other amounts are transferred
into a Subaccount, a number of units are purchased based on that Subaccount's
Unit Value as of the end of the Valuation Period during which the transfer is
made. Likewise, when amounts are transferred out of a Subaccount, units are
redeemed in a similar manner.
The Unit Value of each Subaccount was arbitrarily set when the Subaccount began
operations. The Unit Value for each subsequent Valuation Period is the net
investment factor for that period, multiplied by the Unit Value for the
immediately preceding period. The Unit Value for a Valuation Period applies to
each day in the period.
Each Subaccount has its own net investment factor. In the following definition,
"assets" refers to the assets in each Subaccount. "Any amount charged against
the Separate Account" refers to those amounts that are allocated to each
Subaccount.
The net investment factor for a Valuation Period is (a) divided by (b), where:
(a) is the result of:
1. the value of the assets at the end of the preceding Valuation
Period; plus
2. the investment income and capital gains, realized or unrealized,
credited to those assets at the end of the Valuation Period for
which the net investment factor is being determined; minus
3. the capital losses, realized or unrealized, charged against those
assets during the Valuation Period; minus
10
<PAGE>
4. any amount charged against the Separate Account for taxes, or any
amount we set aside during the Valuation Period as a provision
for taxes attributable to the operation or maintenance of the
Separate Account; and
(b) is the value of the assets in the Subaccount at the end of the
preceding Valuation Period.
Transfers
You may transfer Account Value among the Subaccounts. The transfer will be
effective as of the end of the Valuation Period during which we receive your
request at our Home Office. You must request a transfer in writing or in any
other form acceptable to us. We do not currently charge for transfers. We
reserve the right to impose a transfer charge. The maximum amount of any
transfer charge is provided on the policy data pages. When we make transfers,
the Account Value on the date of the transfer will not be affected by the
transfer except to the extent of any transfer charge. Any transfer charge will
be taken from the amount transferred.
We reserve the right to limit, upon written notice, the number of transfers each
calendar year to twelve. Also, we reserve the right to refuse to execute any
transfer:
(1) if any of the Subaccounts that would be affected by the transfer is
unable to purchase or redeem shares of the Fund in which the
Subaccount invests; or
(2) if the transfer is a result of more than one trade involving the same
Subaccount within a 30 day period; or
(3) if necessary for the Policy to be treated as a life insurance policy
under the Internal Revenue Code of 1986, as amended; or
(4) if the transfer would adversely affect accumulation unit values. This
may occur if the transfer would affect one percent or more of the
relevant Fund's total assets.
Where permitted by law, we may accept your authorization of third party
transfers. We may restrict the Subaccounts that will be available to you for
transfers. This restriction may occur during any period such third party is
authorized to act for you. We will give you prior notice of any restrictions. We
will not enforce such restrictions if you provide us with satisfactory evidence
that:
(1) a court of competent jurisdiction has appointed such third party to
act for you; or
(2) you have appointed such third party to act for you for all of your
financial affairs.
ACCOUNT VALUE BENEFITS
How We Determine Account Value
The Account Value of the Policy is equal to:
(a) the Account Value allocated to the Subaccounts; plus
(b) the Account Value held in the General Account to secure Policy Debt.
At the end of the Valuation Period during which the initial premium is received,
the Account Value in each Subaccount is (a) minus (b), where:
(a) is the portion of the initial premium which has been paid and
allocated to that Subaccount; and
(b) is the portion of any due and unpaid monthly deductions allocated to
the Account Value in that Subaccount.
At the end of each Valuation Period after such date, the Account Value allocated
to each Subaccount is (a) plus (b) plus (c) minus (d) minus (e) minus (f),
where:
(a) is the Account Value allocated to the Subaccount at the end of the
preceding Valuation Period, multiplied by the Subaccount's net
investment factor for the current period;
(b) is premium payments received during the current Valuation Period that
have been allocated to the Subaccount;
(c) is any other amounts transferred into the Subaccount during the
current Valuation Period;
(d) is the Account Value transferred out of the Subaccount during the
current Valuation Period;
(e) is any partial surrender made from the Subaccount during the current
Valuation Period; and
(f) is any monthly deduction allocated to the Subaccount during the
current Valuation Period.
11
<PAGE>
Monthly Deduction
The monthly deduction is a charge made on the Policy Date and each Policy Month
thereafter against the Account Value allocated to the Separate Account. The
monthly deduction is equal to the sum of:
. any premium tax recovery charge;
. any distribution expense charge;
. mortality and expense risk charge;
. administrative expense charge; and
. monthly cost of insurance charge.
There will be charges for the first ten years following a premium payment for
premium tax recovery and distribution expenses. The annual rate for these
charges is shown on the policy data pages. The charges will be (a) multiplied by
(b) multiplied by (c), where:
(a) is the monthly rate for the charges;
(b) is the sum of the portions associated with premiums paid in the last
ten years; and
(c) is the Account Value allocated to the Separate Account prior to taking
the monthly deduction.
Beginning on the Policy Date and on each Policy Month thereafter, there will be
a charge for the mortality and expense risk multiplied by the Account Value in
the Separate Account prior to taking the monthly deduction. This charge is shown
on the policy data pages.
The administrative expense charge will be included in the monthly deduction. The
monthly charge is equal to the greater of (a) and (b), where:
(a) is the monthly rate, shown on the policy data pages, multiplied by the
Account Value in the Separate Account prior to taking the monthly
deduction; and
(b) is the minimum monthly administrative expense charge shown on the
policy data pages.
The monthly deduction will also include a charge for the cost of insurance. The
charge for the cost of insurance will not be deducted following the policy
anniversary nearest the younger Insured's 100th birthday. The monthly deduction
for a Policy Month will be allocated among the Subaccounts in the same
proportion that the Policy's Account Value in each Subaccount bears to the total
Account Value in all Subaccounts at the beginning of the Policy Month.
Cost of Insurance
Current Cost of Insurance Charge. The current cost of insurance charge is
deducted as a fixed percentage of the Account Value. The monthly charge is based
on each Insured's gender, issue age, policy duration and rating class. The
charge is determined by us according to our expectations of future experience.
We can change the charges from time to time, but they will never be more than
the guaranteed maximum charge. A change in charges will apply to all persons of
the same age, gender and rating class and whose policies have been in effect for
the same length of time.
Guaranteed Cost of Insurance Charge. The guaranteed maximum charge is calculated
on each Monthly Anniversary Day. The guaranteed maximum charge is based on the
net amount at risk. The net amount at risk is calculated by dividing the Death
Benefit by 1.0032737, and then subtracting the Account Value. To determine the
guaranteed maximum cost of insurance for a particular Policy Month, we divide
the net amount at risk by 1000 and multiply that result by the applicable cost
of insurance rate shown in the Table of Guaranteed Maximum Insurance Rates.
Insufficient Surrender Value
On a Monthly Anniversary Day, if the Surrender Value is not enough to cover the
monthly deduction for that Monthly Anniversary Day, the Grace Period provision
will apply.
Surrender
You can surrender this Policy by sending a written request and the Policy to our
Home Office. The surrender must take place prior to the death of the second
Insured to die. Unless an Optional Payment Plan is chosen, any proceeds will be
paid to you in a lump sum.
12
<PAGE>
The amount payable on surrender is the Surrender Value. The Surrender Value is
(a) minus (b) minus (c), where:
(a) is the Account Value on the date we receive your request for surrender
in our Home Office;
(b) is any Policy Debt; and
(c) is any surrender charge that applies.
Surrender Charge
The amount of the surrender charge will be the applicable percentage of the
initial premium as shown in the Table of Surrender Charges on the policy data
pages. The applicable percentage is found next to the years representing the
number of fully completed policy years since the premium payment.
Partial Surrender
In each policy year following the first, you may make one partial surrender from
the Account Value. A charge will be deducted from each partial surrender. The
amount of the charge will equal the lesser of:
(a) $25; and
(b) an amount equal to 2% of the amount of the partial surrender.
The surrender charges, as shown on the policy data pages, will not apply to
partial surrenders of Account Value.
We will not allow a partial surrender to reduce the Account Value below $25,000.
The minimum partial surrender is $1,000. The maximum partial surrender is the
lesser of (a) and (b), where:
(a) is the Surrender Value less $1,000; and
(b) is the available loan amount.
You may tell us how to allocate the partial surrender from the Subaccounts. If
you do not, the partial surrender will be deducted from each Subaccount in the
same proportion that the Policy's Account Value in that Subaccount bears to the
total Account Value in all Subaccounts on the date we receive the request in our
Home Office. If a partial surrender is made, the Account Value and the Specified
Amount under the Policy will be adjusted as follows:
The Account Value will be an amount equal to:
(a) the Account Value allocated to the Subaccounts prior to the partial
surrender minus the partial surrender; plus
(b) the Account Value held in the General Account to secure Policy Debt.
The Specified Amount shown on the policy data pages will be reduced by the
proportion by which the partial surrender reduces the Account Value.
Postponement of Payments
We will usually pay any amounts payable as a result of surrender, partial
surrender or policy loan within seven days after we receive written request in
our Home Office, in a form satisfactory to us. We will usually pay any Death
Proceeds within seven days after we receive due proof of death.
Payment of any amount for surrender, partial surrender, policy loan or Death
Proceeds may be postponed whenever:
. the New York Stock Exchange is closed other than customary week-end
and holiday closings, or trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission; or
. the Securities and Exchange Commission by order permits postponement
for the protection of policyowners; or
. an emergency exists, as determined by the Securities and Exchange
Commission, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to
determine the value of the net assets of the Separate Account.
We have the right to defer payment which is derived from any amount recently
paid to us by check or draft, until we are satisfied the check or draft has been
paid by the bank on which it was drawn.
13
<PAGE>
LOAN BENEFITS
This Policy has loan benefits that are described below. Any outstanding Policy
Debt will be deducted from Death Proceeds, or on surrender.
Making A Policy Loan
You may obtain a policy loan from us. This Policy is the only security required.
The minimum loan amount is $1,000. The maximum loan amount is 90% of the
difference between (a) the Account Value and (b) any surrender charge on the
date of the loan. The available loan amount is the maximum loan amount less any
outstanding Policy Debt.
When a policy loan is made, an amount of Account Value sufficient to secure the
loan is transferred out of the Separate Account and into our General Account.
You may tell us how to allocate that Account Value among the Subaccounts. If you
do not, that Account Value will be allocated among each Subaccount in the same
proportion that the Policy's Account Value in each Subaccount bears to the total
Account Value in all Subaccounts on the date we make the loan.
Account Value in the General Account will earn interest daily at a minimum
annual rate of 4%. On each policy anniversary day, the interest earned since the
preceding policy anniversary day will be transferred into the Separate Account.
This interest will be allocated to the Subaccounts in the same manner as
premiums.
Any loan transaction will permanently affect the values of the Policy.
Policy Loan Interest
The interest rates charged for non-preferred policy loans and for preferred
policy loans are shown on the policy data pages. Interest accrues daily, and is
due and payable on each policy anniversary. If interest is not paid when due, an
amount equal to the amount owed will be transferred out of the Separate Account
and into our General Account to become part of the Policy Debt and interest will
be charged on that amount. Interest transferred out of the Separate Account will
be transferred from each Subaccount in the same proportion that the Account
Value in that Subaccount bears to the total Account Value in all Subaccounts at
the time of interest transfer.
Preferred Policy Debt
A portion of policy loans taken and/or existing after the preferred loan
availability date (shown on the policy data pages) will be designated as
preferred policy debt. The amount of preferred policy debt is redetermined each
Policy Month.
Preferred policy debt will be at least as large as:
(a) the Account Value less any surrender charge that applies; minus
(b) the total premiums paid.
Repaying Policy Debt
You can repay Policy Debt in part or in full any time during either Insured's
life while this Policy is in effect. Loan payments will first be applied to
reduce the portion of Policy Debt that does not correspond to preferred policy
debt.
When a loan repayment is made, Account Value in the General Account related to
that payment will be transferred into the Separate Account. You may tell us how
to allocate this Account Value among each Subaccount. If you do not, we will
allocate that amount among the Subaccounts in the same proportion that premiums
are being allocated.
If you do not repay Policy Debt, it will be deducted from any proceeds or
benefit payable at the death of the second Insured to die or on surrender. Any
Policy Debt which exists at the end of the 61-day grace period will be deducted
from the Account Value and considered repaid as of the date of termination.
14
<PAGE>
Minimum Loan Payment
If Policy Debt on any Monthly Anniversary Day exceeds the Account Value less any
surrender charge that applies, your Policy will enter a 61-day grace period. In
this case, you will have the 61-day grace period to pay a minimum loan payment
equal to the amount by which Policy Debt exceeds the Account Value less any
surrender charge. As used in this paragraph, Policy Debt, Account Value and
surrender charge are all as of the Monthly Anniversary Day when excess Policy
Debt first occurs.
We will send written notice of the minimum loan payment to you and any assignee
of record at our Home Office at least 30 days prior to the date of termination.
If you do not pay the minimum loan payment by the end of the grace period, your
Policy will terminate without value.
GENERAL INFORMATION
Annual Statement
On each policy anniversary, we will send you an annual statement. The statement
will show the Specified Amount, the Account Value, the Surrender Value and
Policy Debt as of the policy anniversary. The statement will also show premiums
paid and charges made during the policy year.
Calculation of Values
Our calculations of the guaranteed maximum cost of insurance rates are based on
the Commissioners' 1980 Standard Ordinary Mortality Table (age nearest
birthday).
The values provided for in this Policy are always at least what is required by
law of the state where the Policy was delivered. A detailed statement of how we
calculate the values in this Policy has been filed with the insurance department
of the state where the Policy was delivered.
Exchange Provision
During the first 24 Policy Months, you have the right to exchange this Policy
for a flexible premium adjustable joint and last survivor life policy. We will
not require evidence of insurability. If you decide to make an exchange, we will
notify you of the policy or policies available for exchange and the procedures
to follow. The policy or policies we offer for exchange will be one offered by
us or by an affiliate. The amount of the new policy will be the Specified Amount
of this Policy on the date of exchange.
The new policy will have the same Policy Date, genders, issue ages and
equivalent rating classes as this Policy. The new policy will include such
riders and endorsements as were included in this Policy, if such riders and
endorsements are available with the new policy.
The exchange is subject to an equitable adjustment in payments and Account
Values to reflect variances, if any, in the payments and Account Values under
the existing Policy and the new policy.
Limits on Contesting This Policy
In deciding to issue this Policy, we relied on statements in the application for
the Policy. If we increase the Specified Amount or reinstate the Policy after it
lapses, we rely on statements in a supplemental application or a reinstatement
application. The statements in all such applications are considered
representations and not warranties.
We can contest this Policy, an increase in Specified Amount and/or a
reinstatement of this Policy, if:
. any material misrepresentation of fact was made in the application, a
supplemental application or a reinstatement application; and
. a copy of that application was attached to the Policy when issued or
delivered, or was made a part of the Policy when a change in coverage
or Policy reinstatement went into effect.
With respect to the original Specified Amount, we will not contest this Policy
after it has been in effect during the lifetimes of both Insureds for two years
from its Policy Date. We will not contest an increase in Specified Amount after
that increase has been in effect during the lifetimes of both Insureds for two
15
<PAGE>
years from the effective date of the increase. We will not contest a
reinstatement of this Policy after the reinstated Policy has been in effect
during the lifetimes of both Insureds for two years from the date of
reinstatement.
This provision does not apply to riders that provide disability benefits. (This
provision does apply to riders that provide disability benefits and are issued
in South Carolina.)
Misstatement of Age or Gender
If either Insured's age or gender was misstated in an application, the Death
Benefit will be adjusted. The Death Benefit after adjustment will be the sum of
(a) and (b), where:
(a) is the Account Value at the time of the death of the second Insured to
die; and
(b) is the unadjusted Death Benefit, reduced by the Account Value at the
time of the death of the second Insured to die, and multiplied by the
ratio of (1) the most recent monthly deduction based on each age and
gender shown in the application, to (2) the most recent monthly
deduction based on each true age or gender.
All amounts are those in effect, with respect to each Insured, in the Policy
Month of the death of the second Insured to die.
In no event will the Death Benefit be less than the amount required to keep the
Policy qualified as life insurance.
Nonparticipating
This is not a participating policy. No dividends are payable.
The Policy and Its Parts
The Policy with any attached application(s), and any riders and endorsements is
a legal contract. It is the entire contract between you and us. An agent cannot
change this contract. Any change to it must be in writing and approved by us.
Only an authorized officer of the Company can give our approval.
We will not use any statement in the original application to deny a claim unless
a copy of that application was attached to this Policy when issued or delivered.
We will not use any statement in a supplemental application to deny a claim
unless a copy of that application was sent to you when the change in coverage
went into effect. We will not use any statement in a reinstatement application
to deny a claim unless a copy of the reinstatement application was sent to you
when the Policy was reinstated.
Suicide
If either Insured commits suicide, while sane or insane, within two years (one
year in Colorado) of the Policy Date, all coverage under the Policy will end,
and we will pay a limited amount of proceeds. The limited amount of proceeds
will equal the initial premium plus any additional premiums paid on the Policy
that were not required by an increase in coverage, less Policy Debt and partial
surrenders.
If the first Insured to die commits suicide, while sane or insane, more than two
years (one year in Colorado) after the Policy Date and within two years (one
year in Colorado) after an increase in the Specified Amount became effective, we
will limit the amount of proceeds payable with respect to the increase. The
limited amount of proceeds with respect to the increase will equal the
additional premium payment required for the increase.
If the second Insured to die commits suicide, while sane or insane, more than
two years (one year in Colorado) after the Policy Date and within two years (one
year in Colorado) after an increase in the Specified Amount became effective, we
will limit the amount of proceeds payable with respect to the increase. The
limited amount of proceeds with respect to the increase will equal the
additional premium payment required for the increase.
Any limited amount payable will be treated as Death Proceeds and paid to the
Beneficiary under the same conditions as the original Specified Amount.
16
<PAGE>
Written Notice
Any written notice to us should be sent to our Home Office at 6610 West Broad
Street, Richmond, Virginia 23230. Please include the policy number and each
Insured's full name.
Any notice we send to you will be sent to your address shown in the application.
Notify us of any change of address.
OPTIONAL PAYMENT PLANS
Death Proceeds or Surrender Value will be paid in one lump sum, unless requested
otherwise. Any part of the proceeds can be left with us and paid under a payment
plan. During either Insured's life, you can choose a plan. A Beneficiary can
choose a plan if you have not chosen one at the death of the second Insured to
die.
There are several important payment plan rules:
. The payee under a plan cannot be a corporation, association or
fiduciary.
. If you change a Beneficiary, your plan selection will no longer be in
effect unless you request that it continue.
. Any choice or change of a plan must be sent in writing to our Home
Office.
. The amount of each payment under a plan must be at least $50.
. Payments will begin either on the date of death of the second Insured
to die or on surrender, except for payments under Plan 4 which begin
at the end of the first interest period.
. Payments are backed by assets in our General Account.
Plan 1. Income for A Fixed Period. We will make equal periodic payments for a
fixed period, not longer than 30 years. Payments can be annual, semi-annual,
quarterly or monthly. Payments will be made according to the table in this
section. Guaranteed amounts payable under this plan will earn interest at 3%
compounded yearly. We may increase the interest and the amount of any payment.
If the payee dies, the amount of the remaining guaranteed payments will be
discounted to the date of the payee's death at a yearly rate of 3%. Discounted
means we will deduct the amount of interest each remaining payment would have
included had it not been paid out early. The discounted amount will be paid in
one sum to the payee's estate unless otherwise provided.
Plan 2. Life Income. We will make equal monthly payments for a guaranteed
minimum period. If the payee lives longer than the minimum period, payments will
continue for his or her life. The minimum period can be 10, 15 or 20 years.
Payments will be according to the table in this section. Guaranteed amounts
payable under this plan will earn interest at 3% compounded yearly. We may
increase the interest rate and the amount of any payment. If the payee dies
before the end of the guaranteed period, the amount of remaining payments for
the minimum period will be discounted at the same interest rate used to
calculate the monthly income. The discounted amounts will be paid in one sum to
the payee's estate unless otherwise provided.
Plan 3. Income of A Definite Amount. We will make equal periodic payments of a
definite amount. Payments can be annual, semi-annual, quarterly or monthly. The
amount paid each year must be at least $120 for each $1,000 of proceeds.
Payments will continue until the proceeds are exhausted. The last payment will
equal the amount of any unpaid proceeds. Unpaid proceeds will earn interest at
3% compounded yearly. We may increase the interest rate. If we do, the payment
period will be extended. If the payee dies, the amount of the remaining proceeds
with earned interest will be paid in one sum to his or her estate unless
otherwise provided.
Plan 4. Interest Income. We will make periodic payments of interest earned from
the proceeds left with us. Payments can be annual, semi-annual, quarterly or
monthly, and will begin at the end of the first period chosen. Proceeds left
under this plan will earn interest at 3% compounded yearly. We may increase the
interest rate and the amount of any payment. If the payee dies, the amount of
remaining proceeds and any earned but unpaid interest will be paid in one sum to
his or her estate unless otherwise provided.
17
<PAGE>
Plan 5. Joint Life and Survivor Income. We will make equal monthly payments to
two payees for a guaranteed minimum of 10 years. Each payee must be at least 35
years old when payments begin. The guaranteed amount payable under this plan
will earn interest at 3% compounded yearly. We may increase the interest rate
and the amount of any payment. Payments will continue as long as either payee is
living. If both payees die before the end of the minimum period, the amount of
the remaining payments for the 10 year period will be discounted at the same
interest rate used to calculate the monthly income. The discounted amount will
be paid in one sum to the survivor's estate unless otherwise provided.
Plan 1 Table: Monthly payment rates for each $1,000 of proceeds under Plan 1.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Years
Payable 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
- ------------------------------------------------------------------------------------------------------------------------------------
Monthly
Payment $84.47 $42.86 $28.99 $22.06 $17.91 $15.14 $13.16 $11.68 $10.53 $9.61 $8.86 $8.24 $7.71 $7.26 $6.87
- ------------------------------------------------------------------------------------------------------------------------------------
Years
Payable 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
- ------------------------------------------------------------------------------------------------------------------------------------
Monthly
Payment $6.53 $6.23 $5.96 $5.73 $5.51 $5.32 $5.15 $4.99 $4.84 $4.71 $4.59 $4.47 $4.37 $4.27 $4.18
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Annual, semi-annual or quarterly payments are determined by multiplying the
monthly payment by 11.838, 5.963 or 2.992, respectively.
Plan 2 Table: Monthly payment rates for each $1,000 of proceeds under Plan 2.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Settlement Settlement
Age Male Payee Female Payee Age Male Payee Female Payee
-------------------------- ------------------------- --------------------------- ----------------------------
1O Years 15 Years 2O Years 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years
Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 $2.90 $2.89 $2.89 $2.80 $2.80 $2.80 65 $5.44 $5.17 $4.83 $4.85 $4.72 $4.54
25 2.99 2.98 2.98 2.88 2.87 2.87 66 5.58 5.28 4.89 4.97 4.83 4.62
30 3.10 3.10 3.09 2.96 2.96 2.96 67 5.74 5.38 4.96 5.10 4.93 4.69
35 3.24 3.24 3.23 3.08 3.07 3.07 68 5.89 5.49 5.02 5.24 5.04 4.77
40 3.43 3.41 3.39 3.22 3.21 3.20 69 6.05 5.60 5.08 5.39 5.16 4.84
45 3.66 3.64 3.60 3.40 3.39 3.37 70 6.22 5.70 5.13 5.55 5.28 4.92
50 3.95 3.91 3.85 3.63 3.61 3.59 71 6.39 5.81 5.18 5.71 5.39 4.99
51 4.02 3.97 3.91 3.68 3.66 3.63 72 6.57 5.91 5.23 5.88 5.51 5.05
52 4.09 4.04 3.96 3.74 3.72 3.68 73 6.75 6.01 5.27 6.06 5.63 5.12
53 4.16 4.11 4.02 3.80 3.77 3.74 74 6.93 6.10 5.31 6.25 5.75 5.17
54 4.24 4.18 4.08 3.86 3.83 3.79 75 7.12 6.19 5.35 6.44 5.87 5.22
55 4.32 4.25 4.15 3.93 3.90 3.85 76 7.30 6.28 5.38 6.64 5.98 5.27
56 4.41 4.33 4.21 4.00 3.96 3.91 77 7.49 6.35 5.40 6.85 6.09 5.31
57 4.50 4.41 4.28 4.07 4.03 3.97 78 7.67 6.43 5.42 7.06 6.19 5.35
58 4.60 4.49 4.34 4.15 4.10 4.03 79 7.85 6.49 5.44 7.27 6.28 5.38
59 4.70 4.58 4.41 4.23 4.18 4.10 80 8.02 6.55 5.46 7.48 6.37 5.41
60 4.81 4.67 4.48 4.32 4.26 4.17 81 8.18 6.61 5.47 7.68 6.45 5.43
61 4.92 4.77 4.55 4.42 4.35 4.24 82 8.34 6.65 5.48 7.88 6.52 5.45
62 5.04 4.86 4.62 4.52 4.43 4.31 83 8.49 6.69 5.49 8.08 6.58 5.47
63 5.17 4.96 4.69 4.62 4.53 4.39 84 8.63 6.73 5.50 8.26 6.63 5.48
64 5.30 5.06 4.76 4.73 4.62 4.46 85 8.76 6.76 5.50 8.43 6.68 5.49
& over
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Values for ages not shown will be fumished upon request.
Plan 5 Table: Monthly payment rates for each $1000 of proceeds under Plan 5.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Male Settlement Female Settlement Age
Age 35 40 45 50 55 60 65 70 75 80 85 & over
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $2.95 $3.00 $3.06 $3.11 $3.15 $3.18 $3.20 $3.22 $3.23 $3.24 $3.24
40 2.98 3.06 3.13 3.20 3.26 3.31 3.35 3.38 3.40 3.41 3.42
45 3.01 3.10 3.20 3.30 3.39 3.46 3.53 3.58 3.61 3.64 3.65
50 3.03 3.14 3.25 3.38 3.51 3.63 3.73 3.81 3.87 3.91 3.93
55 3.04 3.16 3.30 3.45 3.62 3.79 3.94 4.08 4.18 4.25 4.29
60 3.05 3.18 3.33 3.51 3.72 3.94 4.16 4.37 4.55 4.67 4.75
65 3.06 3.19 3.36 3.56 3.79 4.07 4.37 4.68 4.96 5.18 5.32
70 3.07 3.20 3.37 3.59 3.85 4.17 4.55 4.97 5.39 5.75 6.00
75 3.07 3.21 3.38 3.61 3.89 4.24 4.68 5.20 5.78 6.32 6.73
80 3.07 3.21 3.39 3.62 3.91 4.28 4.76 5.37 6.08 6.81 7.40
85 & over 3.07 3.22 3.39 3.62 3.92 4.31 4.81 5.47 6.28 7.15 7.91
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Figures for intermediate ages, for two males or two females will be fumished
upon request.
Settlement Age: The settlement age is the payee's age nearest birthday on the
date payments begin, minus an age adjustment from the table below. The age
adjustment cannot exceed the age of the payee.
- --------------------------------------------------------------------------------
Year Payments Begin Age
After Prior To Adjustment
- --------------------------------------------------------------------------------
---- 2001 0
2000 2026 3
2025 2051 7
2050 ---- 10
- --------------------------------------------------------------------------------
18
<PAGE>
FLEXIBLE PREMIUM VARIABLE
JOINT AND LAST SURVIVOR
LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
. Death Proceeds payable at the death of the second Insured to die
. Adjustable Death Benefit
. Flexible premiums payable until the death of the second Insured to die
. Some benefits reflect investment results
. No dividends
- --------------------------------------------------------------------------------
GE LIFE AND ANNUITY
ASSURANCE COMPANY
<PAGE>
Exhibit (5)(b)
GE LIFE AND ANNUITY ASSURANCE COMPANY
ACCELERATED BENEFIT RIDER
- --------------------------------------------------------------------------------
This rider adds an Accelerated Benefit to your Policy. The rider benefits will
be subject to the conditions described below. On your election, we will process
a claim for an Accelerated Benefit. Any payment will be made in a lump sum. We
will pay the Accelerated Benefit only once under this rider.
The receipt of an Accelerated Benefit may be taxable. You should consult your
personal tax advisor.
Terminal Illness
Terminal illness is a medical condition resulting from bodily injury or disease
that:
. has been diagnosed bya licensed physician;
. the diagnosis is supported by clinical, radiological, laboratory or
other evidence that we accept; and
. a licensed physician certifies is expected to result in death within
12 months of the certification.
Before payment of any Accelerated Benefit, we will require proof that the
Insured has a terminal illness. Proof will include a properly completed claim
form. Proof will also include a written statement from a licensed physician. The
physician must be someone other than you or the Insured. We reserve the right to
obtain a second medical opinion at our expense.
Total Proceeds
Total Proceeds includes:
. the Policy's Death Benefit had the Insured's death occurred on the
date of the approval of the Accelerated Benefit claim;
. any term insurance on the Insured added by rider. The rider must have
at least two years of the term remaining as measured from the date we
receive proof of terminal illness; and
. joint and last survivor policies will be eligible for acceleration
only after the death of the first Insured and the diagnosis of the
terminal illness of the surviving Insured. This includes any term
insurance on the surviving Insured added by rider. The rider must have
at least two years of the term remaining as measured from the date we
receive proof of terminal illness of the surviving Insured.
Total Proceeds does not include:
. any accidental death benefit; and
. any insurance provided under the Policy on the life of someone other
than the Insured.
Total Proceeds will be adjusted for any misstatement of age or sex which would
be made to the Death Benefit at the death of the Insured, as described in the
Policy.
Eligible Proceeds
Eligible Proceeds is the lesser of (a) and (b), where:
(a) is 75% of the Total Proceeds; and
(b) is $250,000 for all the Insured's policies in force with us.
Accelerated Benefit
The Accelerated Benefit is the amount that we will pay you under this rider. It
is determined as of the date we approve your claim.
Accelerated Benefit will equal (a) minus (b) minus (c) minus (d), where:
(a) is the Eligible Proceeds;
(b) is the discount for early payment of a Death Benefit. The discount
will be based on the annual interest rate charged for non-preferred
policy loans;
(c) is the product of (1) the ratio of Eligible Proceeds to Total
Proceeds, and (2) any Policy Debt; and
(d) is an administrative charge not to exceed $250.
Effect of Accelerated Benefit on the Policy
If the Eligible Proceeds is equal to the Death Benefit that would have been paid
at the Insured's
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death, on payment of an Accelerated Benefit:
. any insurance under the Policy on the life of someone other than the
Insured will be treated as though the Insured had died; and
. all insurance under the Policy on the life of the Insured will end.
This will include any riders.
If the Eligible Proceeds is less than the Death Benefit that would have been
paid at the Insured's death, on payment of an Accelerated Benefit:
. the Policy will continue. The Specified Amount, Account Value and any
Policy Debt will be reduced by the ratio of the Eligible Proceeds to
the Total Proceeds;
. we will waive any surrender charge for the decrease in Specified
Amount;
. we will waive any minimum Specified Amount requirement;
. any term insurance rider on the Insured will continue. The insurance
will be reduced by the ratio of the Eligible Proceeds to the Total
Proceeds; and
. any other rider benefits will continue with no reduction.
Conditions
Payment of the Accelerated Benefit is subject to the following:
. When we receive proof of terminal illness, the Policy and any term
insurance rider on the Insured must be in force.
. Any collateral assignment must be released.
. Any irrevocable beneficiary must approve the claim.
. When we receive proof of terminal illness, the policy may not be in
the grace period.
. You are not eligible for the Accelerated Benefit:
(a) if you are required by law to use the payment to meet the claims
of creditors. These claims could be the result of bankruptcy or
otherwise; or
(b) if you are required by a government agency to use the payment in
order to apply for, obtain, or keep a government benefit.
Effective Date
This rider is effective on the Policy Date. If there is a different effective
date, it will be shown on the policy data page.
There is no charge for this rider.
All provisions of the Policy apply to this rider. If they do not, it will be
specified.
For GE Life and Annuity Assurance Company,
A B C D E F
President
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<PAGE>
Exhibit (5)(c)
GE LIFE AND ANNUITY ASSURANCE COMPANY
GUARANTEE ACCOUNT RIDER
- --------------------------------------------------------------------------------
This rider adds a Guarantee Account to your Policy. You may allocate premiums to
the Guarantee Account. You may transfer amounts between the Guarantee Account
and the Subaccounts.
The Account Value of the Policy includes:
. the Account Value allocated to the Subaccounts;
. the Account Value allocated to the Guarantee Account; and
. the Account Value held in the General Account to secure Policy Debt.
This rider is effective on the Policy Date. If there is a different effective
date, it will be shown on the policy data pages.
The Guarantee Account
Amounts allocated to the Guarantee Account earn interest at the rate that
applies to the particular allocation. For each allocation, the applicable rate
will remain in effect for a specified period. The period is the interest rate
guarantee period. You may also make transfers, partial surrenders or loans from
the Guarantee Account. These transactions are described in the Policy.
Amounts allocated to the Guarantee Account become part of our General Account.
The General Account consists of our assets other than those allocated to our
separate accounts. Subject to statutory authority, we have sole discretion over
the investment of the assets of the General Account. Those assets may be charged
with liabilities arising out of any business we may conduct.
Any Surrender Value or Death Benefit under the Guarantee Account will not be
less than required by your state laws.
Account Value of the Guarantee Account
The Account Value of the Guarantee Account is (a) plus (b) minus (c) minus (d),
where:
(a) is the sum of all amounts allocated to it;
(b) is any interest credited on those amounts;
(c) is any amounts removed by transfer, partial surrender or loan; and
(d) is any amounts deducted for charges made under the Policy and any
riders.
You may distribute any allocation to one or more of the interest rate guarantee
periods available at the time of your allocation. Unless you choose otherwise,
the initial interest rate guarantee period will be one year. Each interest rate
guarantee period must be at least one year. At the end of each interest rate
guarantee period, a new interest rate guarantee period of one year, with a new
rate, will begin. We will notify you of the new rate.
We determine interest rates that apply to allocations to the Guarantee Account.
This determination is made in our sole discretion. The minimum guaranteed
interest rate is shown on the policy data pages.
A monthly deduction for the cost of insurance will be made against the Account
Value in the Guarantee Account. We will make a deduction monthly from the
Account Value in the Guarantee Account for administrative expenses. The charge
for administrative expenses will be a monthly rate times the Account Value in
the Guarantee Account. This rate is shown on the policy data pages. If the
charge for administrative expenses is subject to a minimum monthly amount, this
minimum monthly charge will be shown on the policy data pages.
Transfers
You may transfer amounts between the Guarantee Account and the Separate Account.
Transfers will be effective as of the end of the Valuation Period during which
we receive your request at our Home Office.
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We reserve the right to impose the following restrictions on transfers between
the Guarantee Account and the Separate Account:
. For each allocation to the Guarantee Account, you have 30 days
following the end of its interest rate guarantee period to transfer to
the Separate Account. We may limit the amount which may be transferred
from the Guarantee Account. We will not limit it to less than 25% of
the original allocation, plus any accrued interest on that allocation.
. No transfers from the Separate Account to the Guarantee Account may be
made during the six month period following the transfer of any amount
from the Guarantee Account to the Separate Account.
In all other respects, the Policy's rules and charges that apply to transfers
between the Subaccounts will apply to transfers with the Guarantee Account.
Surrenders, Partial Surrenders and Loans
This rider does not affect the Policy's surrender, partial surrenders and loans
except as follows:
. You may specify whether a partial surrender or loan should be taken
from the Guarantee Account or the Subaccounts. If you do not, we will
take the partial surrender or loan first from the Subaccounts on a
pro-rata basis in proportion to the Account Value in each Subaccount.
Any amount remaining will be taken from the Guarantee Account. Amounts
taken from the Guarantee Account will come from the amounts which have
been in the Guarantee Account for the longest period of time.
. We reserve the right to defer payment of any amounts from the
Guarantee Account for up to six months. We will not defer if the law
requires us to pay earlier. We will not defer if the amount payable is
to be used to pay premiums on policies with us.
For GE Life and Annuity Assurance Company
A B C D E F
President
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