As filed with the Securities and Exchange Commission on March 21, 2007
Registration No. 333-69620
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 6 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[LOGO]
Genworth/R/
Financial
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GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Virginia 63 54-0283385
---- - --------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code) Identification Number)
6610 W. Broad Street
Richmond, Virginia 23230
(804) 281-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
-----------------
Heather Harker
Vice President and Associate General Counsel
Genworth Life and Annuity Insurance Company
6610 W. Broad Street
Richmond, Virginia 23230
(804) 281-6910
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public: Continuously
on and after May 1, 2007.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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CALCULATION OF REGISTRATION FEE
==========================================================================
Title of Each
Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit Offering Price Fee**
--------------------------------------------------------------------------
Guaranteed
Fixed Annuity
Contracts * * $50,000,000 N/A
==========================================================================
*The proposed maximum aggregate offering price is estimated solely for the
purposes of determining the registration fee. The amount to be registered and
the proposed maximum offering price per unit are not applicable since these
securities are not issued in predetermined amounts or units.
**Fees for registration were paid with Pre-Effective Amendment No. 1 to the
Registration Statement filed on December 13, 2001.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
[LOGO]
Genworth/R/
Financial
Prospectus For Single Purchase Payment
Modified Guaranteed Annuity Contract
$50,000,000
Issued by:
Genworth Life and Annuity Insurance Company
6610 West Broad Street
Richmond, Virginia 23230
Telephone: 800.352.9910
- --------------------------------------------------------------------------------
This prospectus gives details about the contract that you should know before
investing. Please read this prospectus carefully and keep it for future
reference.
This prospectus describes a single purchase payment modified guaranteed annuity
contract (the "contract") for individuals offered by Genworth Life and Annuity
Insurance Company (the "Company," "we," "us," or "our"). You may purchase the
contract on a non-qualified basis ("Non-Qualified Contracts") or for use with
certain qualified retirement plans ("Qualified Contracts").
The contract provides a means for you to allocate a single purchase payment of
$5,000 or more ($2,000 or more for Individual Retirement Accounts ("IRAs")) to
our Guarantee Account for a specified investment period, known as a Guarantee
Term. You select a Guarantee Term from a number of Guarantee Terms we offer at
the time of your purchase payment. We typically offer Guarantee Terms ranging
from 1 to 10 years, although we may not offer each of these Guarantee Terms in
the future. Not all the Guarantee Terms are available in all states or in all
markets. Your purchase payment will earn interest for the initial Guarantee
Term you select based on the interest rates we offer at the time of your
purchase payment. For any Guarantee Term, we will credit a Guaranteed Interest
Rate. We may credit a different Guaranteed Interest Rate for each year of a
Guarantee Term.
If you surrender your contract or withdraw any portion of your Contract Value
before the end of a Guarantee Term, we may assess a surrender charge on the
amount you withdraw. We may apply a Market Value Adjustment to the proceeds
paid in connection with any withdrawal or transfer. We may also apply a Market
Value Adjustment in determining your Annuity Commencement Value. Under certain
conditions, you may withdraw earned interest without a surrender charge or
Market Value Adjustment. Withdrawals of interest will be subject to income tax
and may be subject to a 10% tax penalty if taken before age 59 1/2.
On the Annuity Date, we will apply your Annuity Commencement Value, modified by
any Market Value Adjustment, to a monthly Income Payment, to an Optional
Payment Plan you have selected, or you may take that amount in one lump sum
payment. The Optional Payment Plans include:
. life income with payments guaranteed for 10, 15 or 20 years;
. payments for a fixed period from 1 to 30 years;
. payments of a fixed amount until the amount we hold is exhausted;
. annual payments of interest earned from proceeds left with us; or
. life income based on the lives of two payees with payments guaranteed for
10 years.
Neither the Securities and Exchange Commission ("SEC") nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.
The date of this prospectus is May 1, 2007.
This contract:
. Is Not a bank deposit
. Is Not FDIC insured
. Is Not insured or endorsed by a bank or any federal government agency
. Is Not available in every state
1
Table of Contents
Definitions.............................................................. 4
Summary.................................................................. 5
Other Contracts.......................................................... 6
The Contract............................................................. 6
Purchasing a Contract................................................. 6
Ownership............................................................. 7
Assignment............................................................ 7
The Company.............................................................. 7
The Guarantee Account................................................. 8
Guarantee Terms....................................................... 8
Guaranteed Interest Rates............................................. 9
Free Withdrawal Amount................................................ 9
Contract Value and Surrender Value.................................... 9
Market Value Adjustment............................................... 10
Transfers Before the End of a Guarantee Term.......................... 10
Surrender and Partial Withdrawals........................................ 10
Systematic Withdrawals of Interest.................................... 11
Charges and Other Deductions............................................. 12
Surrender Charge...................................................... 12
Deductions for Premium Taxes.......................................... 13
Commission Payments................................................... 13
The Death Benefit........................................................ 13
Death Benefit Upon Death Before the Annuity Date...................... 13
Death Benefit Amount.................................................. 13
Required Distributions................................................ 13
Death Benefit After the Annuity Date.................................. 14
The Annuity Commencement Date and Benefits at Annuity Date............... 14
The Annuity Commencement Date......................................... 14
The Annuity Date...................................................... 15
Optional Payment Plans................................................... 15
Federal Income Tax Matters............................................... 16
Introduction.......................................................... 16
Taxation of Non-qualified Contracts................................... 16
Section 1035 Exchanges................................................ 18
Qualified Retirement Plans............................................ 18
Moving Money From One Qualified Contract or Qualified Plan to Another. 20
Federal Income Tax Withholding........................................ 20
State Income Tax Withholding.......................................... 20
Changes in the Law.................................................... 20
Requesting Payments...................................................... 20
2
Sales of the Contract.......................... 21
Legal Proceedings.............................. 22
Additional Information......................... 23
Owner Questions............................. 23
Return Privilege............................ 23
State Regulation............................ 23
Records and Reports......................... 23
Legal Matters............................... 24
Experts..................................... 24
Where You Can Find More Information......... 24
Incorporation of Certain Documents By Reference 24
Appendix....................................... A-1
Market Value Adjustment Examples............ A-1
3
DEFINITIONS
The following terms are used throughout this prospectus:
Annuitant/Joint Annuitant -- The person(s) named in the contract whose age and,
where appropriate, gender, determine Income Payments.
Annuity Commencement Date -- The date stated on your contract's data pages as
the date on which Income Payments are scheduled to commence, provided the
Annuitant(s) is living on that date. The Annuity Commencement Date may be
changed during the 30-day period immediately prior to the end of a Guarantee
Term.
Annuity Commencement Value -- Your Surrender Value on the business day
immediately preceding the Annuity Date modified by any Market Value Adjustment.
We use the Annuity Commencement Value to determine the amount of each Income
Payment or lump sum payment.
Annuity Date -- The date on which Income Payments start.
Code -- The Internal Revenue Code of 1986, as amended.
Contract Date -- The date we issue your contract and your contract becomes
effective. Your Contract Date is shown on your contract's data pages. We use
the Contract Date to determine Contract Years and contract anniversaries.
Contract Value -- Your purchase payment and interest earnings under the
contract, minus any prior withdrawals including surrender charges and any
premium tax, modified by any prior Market Value Adjustment.
General Account -- Assets of the Company other than those allocated to any of
our separate investment accounts.
Guarantee Account -- Genworth Life & Annuity MVA Separate Account; a legally
insulated, non-unitized separate account established to hold amounts for this
class of contracts, and other similar market value adjustment contracts.
Guarantee Term -- The period of time we guarantee a specified credited rate(s)
of interest under the contract.
Guaranteed Interest Rate -- A stated interest rate or rates we credit to the
Contract Value during a Guarantee Term.
Home Office -- Our offices at 6610 West Broad Street, Richmond, Virginia 23230.
Income Payment -- One of a series of payments made under either the monthly
income benefit or one of the Optional Payment Plans.
Market Value Adjustment -- A positive or negative adjustment we may apply to
the amount payable upon surrender, withdrawal or transfer due to Guaranteed
Interest Rates at such times. We may also apply a Market Value Adjustment in
determining your Annuity Commencement Value.
Optional Payment Plan -- A plan whereby any part of the death benefit,
Surrender Value or Annuity Commencement Value can be left with us to provide
Income Payments to a payee.
Owner -- The person or persons (in the case of Joint Owners) entitled to
exercise all ownership rights stated in the contract (e.g., name beneficiaries,
make withdrawals). The Owners are shown on the contract's data pages and on any
application. "You" or "your" refers to the Owner or Joint Owners.
Surrender Value -- The Contract Value on the date we receive your written
request for surrender at our Home Office, less any applicable premium tax and
surrender charge.
4
SUMMARY
How is a contract issued? We will issue the contract when we receive and
accept your completed application and your purchase payment. See the "Issuing a
Contract" provision of this prospectus.
How does this contract work? The contract permits you to allocate a single
purchase payment to our Guarantee Account for the Guarantee Term you select. On
the Annuity Date, we apply your Annuity Commencement Value to purchase a series
of monthly Income Payments (sometimes known as annuity payments). You may also
elect Income Payments under an Optional Payment Plan or a lump sum payment.
Certain features described in this prospectus may vary from your contract. See
the "The Contract" provision of this prospectus for more information. Please
refer to your contract for these provisions that apply specifically to you.
How does my purchase payment earn interest? You allocate your purchase payment
(less any applicable premium taxes) to the Guarantee Account for a Guarantee
Term you select. Your allocation will earn interest at the Guaranteed Interest
Rate(s) we credit for that Guarantee Term. We may credit a different rate of
interest for any Guarantee Term from one year to the next. See the "Guarantee
Terms" and "Guaranteed Interest Rates" provisions of this prospectus.
What happens at the end of a Guarantee Term? At the end of any Guarantee Term,
a subsequent Guarantee Term will begin, unless you have surrendered the
contract. Unless you instruct us otherwise, the subsequent Guarantee Term will
generally be the same duration as the expiring Guarantee Term. If we are not
offering a Guarantee Term of the same duration, the subsequent Guarantee Term
will be the next shortest Guarantee Term, which does not extend beyond the
Annuity Commencement Date. If we do not offer a Guarantee Term that expires on
or before the Annuity Commencement Date, the subsequent Guarantee Term will be
the Guarantee Term that first expires after the Annuity Commencement Date. We
will pay interest on your Contract Value in a subsequent Guarantee Term at our
declared Guaranteed Interest Rate applicable to that Guarantee Term on the day
the subsequent Guarantee Term begins. See the "Guarantee Terms" provision of
this prospectus.
Is the contract available to Qualified Plans? Yes. We may issue the contract
in connection with retirement plans that qualify for preferential income tax
treatment as defined under the Code. We may also issue the contract on a
non-qualified basis.
May I surrender the contract or take a partial withdrawal? Yes. You may
surrender the contract for its Surrender Value modified by any applicable
Market Value Adjustment at any time before the Annuity Date. You may also take
partial withdrawals from the Contract Value. A partial withdrawal will reduce
your death benefit.
For more information on surrenders and partial withdrawals, see the "Surrenders
and Partial Withdrawals" provision of this prospectus.
What surrender charges are associated with the contract? We may assess a
surrender charge if you surrender your contract or take a partial withdrawal
from the Contract Value within the first seven Contract Years.
The surrender charge will be anywhere from 7% to 1% of the amount withdrawn,
depending on the contract year of your surrender or partial withdrawal. See the
"Surrender Charge" provision of this prospectus. We may also apply a Market
Value Adjustment to partial withdrawals and surrenders from the Guarantee
Account.
You may withdraw an amount up to the free withdrawal amount without a surrender
charge or Market Value Adjustment. The free withdrawal amount equals the
interest credited under the contract for the twelve-month period prior to the
date of the partial withdrawal. We will reduce the available free withdrawal
amount by the amount of any prior free withdrawal during that twelve-month
period. We will also waive the surrender charge if you apply your Contract
Value upon surrender to certain Optional Payment Plans. See the "Charges and
Other Deductions" provision of this prospectus.
Are there any other charges? Yes. If your state assesses a premium tax with
respect to your contract, then at the time your contract incurs such tax (or at
such other time as we may choose), we will deduct the premium tax from your
purchase payment or from proceeds at surrender, partial withdrawal, death or
annuitization, as applicable. See the "Charges and Other Deductions" provision
of this prospectus.
For a complete discussion of all charges associated with the contract, see the
"Charges and Other Deductions" provision of this prospectus.
We pay compensation to broker-dealers who sell the contracts. For a discussion
of this compensation, see the "Sales of the Contract" provision of this
prospectus.
What is a Market Value Adjustment? The Market Value Adjustment is an amount we
deduct from or add to the amount payable upon surrender, partial withdrawal
(unless the amount withdrawn is the free withdrawal amount), or transfer if
such event occurs outside the 30-day period immediately prior to the end of a
Guarantee Term (the "30-day window"). We may also apply the Market Value
Adjustment in determining your Annuity Commencement Value if the Annuity Date
falls
5
outside the 30-day window. The Market Value Adjustment formula in the contract
reflects the relationship between the Guaranteed Interest Rate associated with
the Guarantee Term from which the surrender, partial withdrawal, transfer or
Income Payments are taken, and the Guaranteed Interest Rate for a Guarantee
Term with a duration equal to the number of years remaining in the Guarantee
Term from which the surrender, partial withdrawal, transfer or Income Payments
are taken. See the "Market Value Adjustment" provision of this prospectus.
What happens if an Owner dies before the Annuity Date? Before the Annuity
Date, if any Owner (or any Annuitant, if the Owner is a non-natural person),
dies while the contract is in force, the death benefit becomes payable to the
designated beneficiary. The Code imposes certain distribution rules on
designated beneficiaries. We may pay a death benefit to the designated
beneficiary. The death benefit will be the greater of:
(1) the Contract Value; or
(2) the Surrender Value modified by any applicable Market Value Adjustment.
The death benefit is calculated as of the date we receive the paperwork
necessary to process the death claim ("due proof of death") but there are other
requirements and conditions. See "The Death Benefit" provision of this
prospectus.
What annuity benefit does the contract provide? On the Annuity Date, we will
apply your Annuity Commencement Value to a monthly income payment, an Optional
Payment Plan you select, or pay that amount in one lump sum payment. The
Optional Payment Plans are:
(1) life income with payments, guaranteed for 10, 15 or 20 years;
(2) payments for a fixed period from 1 to 30 years;
(3) payments of a fixed amount until the amount we hold is exhausted;
(4) annual payments of interest earned from proceeds left with us; or
(5) life income based on the lives of two payees with payments guaranteed
for 10 years.
Do I have a return privilege? Yes. You have the right to return the contract
to us at our Home Office and have us cancel the contract within a certain
number of days (usually 20 days from the date you receive the contract, but
some states have longer periods).
If you exercise this right, we will cancel the contract as of the day we
receive your request and send you a refund equal to your purchase payment
adjusted by any Market Value Adjustment or any another amount as required by
state law. See the "Additional Information -- Return Privilege" provision of
this prospectus.
OTHER CONTRACTS
We offer other single purchase payment modified guaranteed annuity contracts,
which also offer Guarantee Terms. These contracts have different charges that
could affect the interest we may credit.
THE CONTRACT
The contract is a single purchase payment modified guaranteed annuity contract.
We describe your rights and benefits below and in the contract. Your contract
may differ in certain respects from the description in this prospectus due to
variations in state insurance law requirements. Your contract reflects what
specifically applies to you.
Purchasing a Contract
If you wish to purchase a contract, you must apply for it through an authorized
sales representative. The sales representative will send your completed
application to us, and we will decide whether to accept or reject it. If we
accept your application, our legally authorized officers prepare and execute a
contract. We may send the contract directly to you or to you through your sales
representative. See the "Sales of the Contract" provision of this prospectus.
To apply for a contract, the Owner(s) and Annuitant(s) must be age 85 or
younger. We may sell the contract for use with certain qualified retirement
plans. If you are purchasing the contract for use with such a plan, you must be
eligible to participate in the plan. Please be aware that if you are purchasing
the contract for use with a qualified retirement plan, the contract includes
features such as tax deferral on accumulated earnings. Qualified retirement
plans provide their own tax deferral benefit, so there should be another reason
for you to purchase the contract other than tax deferral. Please consult a tax
adviser to determine whether the contract is an appropriate investment for you.
Purchasing the contract through a tax free "Section 1035 Exchange." Section
1035 of the Code generally permits you to exchange one annuity contract for
another in a "tax-free exchange." Therefore, you can use the proceeds from one
or more annuity contracts to make your purchase payment for this contract.
Before making an exchange to acquire this contract,
6
you should carefully compare this contract to your current contract. You may
have to pay a surrender charge under your current contract to exchange it for
this contract and this contract has its own surrender charge, which would apply
to you. The benefits under this contract may be different than those of your
current contract. In addition, you may have to pay federal income and penalty
taxes on the exchange if it does not qualify for Section 1035 treatment. You
should not exchange another contract for this contract unless you determine,
after evaluating all of the facts, that the exchange is in your best interest.
Please note that the person trying to sell you the contract will generally earn
a commission.
Ownership
As Owner(s), you have all the rights under the contract, subject to the rights
of any irrevocable beneficiary. Two persons may apply for a contract as Joint
Owners. Joint Owners who are spouses have equal undivided interests in the
contract. This means that each may exercise any ownership rights on behalf of
the other except for ownership changes. Non-Spouse Joint Owners must exercise
ownership rights jointly.
Joint Owners also have the right of survivorship. This means if a Joint Owner
dies his or her interest in the contract passes to the surviving Owner. You
must have our approval to add a Joint Owner after we issue the contract. During
the Annuitant(s)'s life, you can change the Owner(s) to another Owner(s) and
the beneficiary(s) to another beneficiary(s), except when an irrevocable
beneficiary has been named. You may change an irrevocable beneficiary only with
the written consent of that beneficiary.
An Owner (other than a non-natural person) may name a Joint Annuitant.
Purchase payment. You may purchase the contract with a single purchase payment
of $5,000 or more ($2,000 or more for IRAs). You must obtain our prior approval
before purchase payments for any contract issued by the Company exceed
$1,000,000.
Assignment
An Owner of a Non-Qualified Contract may assign some or all of his or her
rights under the contract. An assignment must occur before the Annuity Date and
while the Annuitant is still living. Once proper notice of the assignment is
recorded by our Home Office, the assignment will become effective as of the
date the written request was signed.
Qualified Contracts, IRAs and Tax Sheltered Annuities may not be assigned,
pledged or otherwise transferred except where allowed by law.
We are not responsible for the validity or tax consequences of any assignment.
We are not liable for any payment or settlement made before the assignment is
recorded. Assignments will not be recorded until our Home Office receives
sufficient direction from the Owner and the assignee regarding the proper
allocation of contract rights.
Amounts pledged or assigned will be treated as distributions and will be
included in your gross income to the extent that the Contract Value exceeds the
investment in the contract for the taxable year in which it was pledged or
assigned. Amounts assigned may be subject to a tax penalty equal to 10% of the
amount included in gross income.
Assignment of the entire Contract Value may cause the portion of the contract
exceeding the total investment in the contract and previously taxed amounts to
be included in your gross income for federal income tax purposes each year that
the assignment is in effect.
THE 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 contracts. We do business in 49 states and the District of
Columbia. Our principal offices are at 6610 West Broad Street, Richmond,
Virginia 23230. We are obligated to pay all amounts provided under the contract.
Capital Brokerage Corporation serves as principal underwriter for the contracts
and is a broker/dealer registered with the SEC. GNA Corporation directly owns
the stock of Capital Brokerage Corporation. GNA Corporation is directly owned
by Genworth Financial, Inc., a public company.
We are a charter 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.
7
The Guarantee Account
We established the Guarantee Account as a non-unitized separate account under
Virginia law. Assets of the Guarantee Account will at all times equal at least
the reserves and other contract liabilities supported by the Guarantee Account.
The assets of the Guarantee Account are available to cover the liabilities of
our General Account to the extent that the assets of the Guarantee Account
exceed the contract liabilities. Income and both realized and unrealized gains
or losses from the assets of the Guarantee Account are credited to or charged
against the Guarantee Account without regard to the income, gains, or losses
arising out of any other business we may conduct. Subject to statutory
authority, we have sole discretion over the investment of assets of the
Guarantee Account.
Amounts in the Guarantee Account do not reflect the investment performance of
our General Account, or any portion thereof.
Due to certain exclusionary provisions of the Investment Company Act of 1940
(the "1940 Act"), we are currently not required to register either the
Guarantee Account or our General Account as an investment company under the
1940 Act. Accordingly, neither our Guarantee Account nor our General Account is
subject to regulation under the 1940 Act. As such, you do not have the
protections afforded by that statute that, for example, requires investment
companies to have a majority to have disinterested directors. We have, however,
registered the contracts under the Securities Act of 1933.
Therefore, the contracts are subject to regulation under the federal securities
laws, including provisions of the federal securities laws relating to the
accuracy of statements made in a registration statement.
Guarantee Terms
A Guarantee Term is the number of years we will credit a Guaranteed Interest
Rate(s) to your Contract Value. Typically, we offer Guarantee Terms ranging
from 1 to 10 years though all Guarantee Terms may not be available in all
states or in all markets. We may at any time decrease or increase the number of
Guarantee Terms we offer. However, any decision made to decrease or increase
the number of Guarantee Terms will not affect the Guarantee Terms already in
effect.
Initial Guarantee Term. Your purchase payment (less any applicable premium
tax) will earn interest for the initial Guarantee Term you select at a
Guaranteed Interest Rate we offer. For any initial Guarantee Term, we may
credit a different Guaranteed Interest Rate for each year of the Guarantee
Term. Your purchase payment earns interest at the Guaranteed Interest Rate in
effect from the date your purchase payment is credited to the Guarantee Account
through the first Contract Year or until you take a partial withdrawal or
surrender the contract. For an initial Guarantee Term with a duration of more
than one year, after the first Contract Year, your Contract Value will earn
interest at the Guaranteed Interest Rate we credit for the remainder of the
initial Guarantee Term or until you transfer to another Guarantee Term, take a
partial withdrawal or surrender the contract.
Subsequent Guarantee Terms. During the 30-day window, prior to the end of a
Guarantee Term, you may select from the following options:
(1) Surrender or take a partial withdrawal of your Contract Value without a
Market Value Adjustment (we will, however, assess a surrender charge if
the surrender or partial withdrawal occurs before the 30-day window at
the end of your third contract year);
(2) Instruct us to apply the ending Contract Value to another Guarantee Term
that you select from the Guarantee Terms we are then offering at the
time your Guarantee Term expires; or
(3) Do nothing and allow a subsequent Guarantee Term to begin automatically.
The interest rate declared for the new term may be different than the
interest rate credited during the prior term.
Option 1 -- Surrenders at the end of a Guarantee Term. To surrender your
contract, we must receive your written request, in a form acceptable to us,
at our Home Office no later than the end of the 30-day window prior to the
end of a Guarantee Term. Upon surrender during the 30-day window, we will
pay the Contract Value of the contract.
Any surrendered amount may be subject to income taxes, and a 10% federal
income tax penalty may apply if you are younger than age 59 1/2 at the time
of the withdrawal. See the "Federal Income Tax Matters" provision of this
prospectus.
If you surrender your contract before or after the 30-day window prior to
the end of a Guarantee Term, a Market Value Adjustment will apply. In
addition, you may be assessed a surrender charge.
Option 2 -- Selecting a subsequent Guarantee Term. To apply your ending
Contract Value to a subsequent Guarantee Term, we must receive your written
request, on a form acceptable to us, at our Home Office no later than the
end of the 30-day window prior to the end of a Guarantee Term. At least 45
days prior to the expiration of your current Guarantee Term, we will send
you written
8
notice of the expiration of the Guarantee Term and a list of the subsequent
Guarantee Terms we offer. You may select a subsequent Guarantee Term only
from the Guarantee Terms we are offering at the time your current Guarantee
Term expires. Any subsequent Guarantee Term may not extend past the Annuity
Commencement Date for your contract.
Option 3 -- Automatic subsequent Guarantee Terms. A subsequent Guarantee
Term automatically begins when the prior Guarantee Term ends if you do not
instruct us otherwise under the first or second options described in the
"Subsequent Guarantee Terms" provision of this prospectus. Your ending
Contract Value becomes the beginning Contract Value for the subsequent
Guarantee Term. The subsequent Guarantee Term will be the Guarantee Term
with the same duration as the expiring Guarantee Term if the subsequent
Guarantee Term does not extend past the Annuity Commencement Date. If a
Guarantee Term of the same duration as the expiring Guarantee Term is not
available or is a term that would extend beyond the Annuity Commencement
Date, we will transfer your Contract Value to the next shortest Guarantee
Term that does not go beyond the Annuity Commencement Date. If we do not
offer a Guarantee Term that expires on or before the Annuity Commencement
Date, we will transfer your Contract Value to the Guarantee Term that first
expires after the Annuity Commencement Date. You must allocate your entire
Contract Value to the subsequent Guarantee Term.
Guaranteed Interest Rates in subsequent Guarantee Terms. Your beginning
Contract Value for any subsequent Guarantee Term earns interest at the rate we
declare and is in effect for the first year of the subsequent Guarantee Term.
We may credit a different Guaranteed Interest Rate for each year of the
subsequent Guarantee Term. Our Guaranteed Interest Rates for subsequent
Guarantee Terms may differ from our Guaranteed Interest Rates for prior
Guarantee Terms of the same duration.
Guaranteed Interest Rates
From time to time and at our sole discretion we set Guaranteed Interest Rates
for each available Guarantee Term. In determining these Guaranteed Interest
Rates we consider the interest rates available on the types of instruments in
which we intend to invest the proceeds attributable to the contracts. We will
invest proceeds attributable to the contracts primarily in investment-grade
fixed income securities (i.e., securities rated by Standard and Poor's rating
system to be suitable for prudent investors). We are not obligated to invest
according to any particular strategy, except as may be required by applicable
law. You will have no direct or indirect interest in these investments. We
consider other factors in determining Guaranteed Interest Rates, including:
. regulatory and tax requirements;
. sales commissions and administrative expenses we incur;
. general economic trends; and
. competitive factors.
We make the final determination as to the Guaranteed Interest Rates we declare.
We cannot predict or guarantee what future interest rates we will declare.
To find out the current Guaranteed Interest Rate for a Guarantee Term, please
contact our Home Office at the telephone number listed on page 1 of this
prospectus or your sales representative.
Free Withdrawal Amount
You may instruct us to send you all or a portion of the interest credited to
your Contract Value during the prior twelve months. This amount is known as the
free withdrawal amount. The free withdrawal amount will be reduced by any prior
free withdrawal during that twelve-month period. Interest withdrawals remove
money from a Guarantee Term that would otherwise compound even more interest on
a daily basis. Because of this interruption of interest compounding, the more
interest you withdraw, the less interest your contract will earn over time.
Larger withdrawals reduce the compounding of interest more than smaller
withdrawals; frequent withdrawals hinder the compounding process more than
infrequent withdrawals; and earlier withdrawals reduce your interest more than
later withdrawals.
We will not impose a surrender charge or a Market Value Adjustment if you
withdraw the free withdrawal amount. However, your withdrawal may be subject to
federal and state income tax and may include a 10% tax penalty if the
withdrawal is taken prior to age 59 1/2. See the "Federal Income Tax Matters"
provision of this prospectus.
Contract Value and Surrender Value
Your Contract Value at any time is equal to your purchase payment plus any
interest credited to it, minus any prior withdrawals including any surrender
charges and premium tax, modified by any prior Market Value Adjustment.
The Surrender Value is equal to the Contract Value, minus any surrender charges
and premium tax that would apply in the case
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of a full surrender. Your Surrender Value modified by any applicable Market
Value Adjustment is the amount you would be entitled to receive if you
surrender your contract.
Market Value Adjustment
Surrender, partial withdrawals and transfers from one Guaranteed Term to
another Guaranteed Term may be subject to a Market Value Adjustment. We assess
the Market Value Adjustment on the proceeds payable or transferred. We will
also apply a Market Value Adjustment in determining your Annuity Commencement
Value. We calculate the Market Value Adjustment separately for each transaction.
We do not apply a Market Value Adjustment to payments of the free withdrawal
amount or on the Annuity Date during the 30-day window prior to the end of a
Guarantee Term. Beginning in the third contract year, we will not apply a
Market Value Adjustment to proceeds payable or transferred on a partial
withdrawal or a surrender from a Guarantee Term made during the 30-day window
prior to the end of a Guarantee Term.
For any withdrawals taken in excess of the free withdrawal amount, we will
apply a Market Value Adjustment whenever you take a withdrawal from the
Contract Value (unless the withdrawal is made beginning the third contract year
and within the 30-day window prior to the end of the current Guarantee Term).
We will assess a Market Value Adjustment when you transfer to a different
Guarantee Term (unless the amount is transferred within the 30-day window prior
to the end of the current Guarantee Term) or on the Annuity Date if the Annuity
Date does not fall within the 30-day window prior to the end of the current
Guarantee Term.
We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to the monthly income benefit option or an Optional
Payment Plan by the factor set forth below.
((1 + i) / (1 + j))/n/365/
n = the number of days from the date of surrender, partial
withdrawal, transfer to another Guarantee Term or from
the Annuity Date to the end of your current Guarantee
Term.
i = the Guaranteed Interest Rate in effect for the current
Guarantee Term.
j = the Guaranteed Interest Rate, determined at the time of
surrender, partial withdrawal, transfer to another
Guarantee Term or upon the Annuity Date, for a
Guarantee Term with a duration equal to "n." If we do not
offer a Guarantee Term with a duration equal to "n," "j"
will be a linear interpolation of the Guaranteed Interest
Rates for Guarantee Terms with durations that
immediately precede and follow "n." If we offer only
Guarantee Terms with longer durations than "n," "j" will
be the Guaranteed Interest Rate for the Guarantee Term
with the shortest duration we offer. If we offer only
Guarantee Terms with shorter durations than "n," "j" will
be the Guaranteed Interest Rate for the Guarantee Term
with the longest duration we offer.
A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce the amount available for the
partial withdrawal, surrender or transfer. On the other hand, if interest rates
are falling, it is more likely that you will receive a positive Market Value
Adjustment that increases the amount available for partial withdrawal,
surrender or transfer. In the event of surrender or payment under the monthly
income benefit option or an Optional Payment Plan, we will add or subtract any
Market Value Adjustment from your Surrender Value to determine your Annuity
Commencement Value. In the event of a partial withdrawal or transfer, we will
add or subtract any Market Value Adjustment from the total amount withdrawn or
transferred.
Illustrations of how the Market Value Adjustment works are included in the
Appendix.
Transfers Before the End of a Guarantee Term
Once each contract year after the first contract year, you may transfer your
entire Contract Value before the 30-day window prior to the end of your current
Guarantee Term to another Guarantee Term with a duration of five or more years.
The transfer will be effective as of the date we receive your request at our
Home Office in a form acceptable to us. Your transfer will be subject to any
applicable Market Value Adjustment. See the "Charges and Other Deductions"
provision of this prospectus.
SURRENDER AND PARTIAL WITHDRAWALS
You may take a partial withdrawal and/or surrender at any time before the
Annuity Date. We will not process any partial withdrawal request that would
reduce your Contract Value to less than $2,000. You may surrender your contract
at any time. A partial withdrawal or surrender is effective as of the date we
receive your request at our Home Office in a form acceptable to us.
10
Partial withdrawals and surrenders may be subject to a surrender charge and a
Market Value Adjustment. See the "Charges and Other Deductions" provision of
this prospectus. A partial withdrawal will also reduce your death benefit. See
the "The Death Benefit" provision of this prospectus. Withdrawals of the free
withdrawal amount are not subject to a surrender charge or a Market Value
Adjustment.
In addition, you may be subject to income tax and, if you are younger than age
59 1/2 at the time of the surrender or partial withdrawal, a 10% penalty tax. A
surrender or a partial withdrawal may also be subject to income tax
withholding. See the "Federal Income Tax Matters" provision of this prospectus.
We reserve the right to defer payments from the Guarantee Account or our
General Account for a partial withdrawal or surrender for up to six months from
the date we receive your request for payment.
Systematic Withdrawals of Interest
You may elect systematic withdrawals of interest credited under the contract
(in amounts of at least $100) on a monthly, quarterly, semi-annual or annual
basis. Depending upon the frequency of the systematic withdrawals you elect,
the monthly, quarterly, semi-annual or annual period immediately preceding a
systematic withdrawal will be known as the systematic withdrawal period. The
maximum amount available for any systematic withdrawal is the interest we
credit under the contract during the prior systematic withdrawal period. You
may elect payments to begin at any time after the first systematic withdrawal
period under the contract. However, payments can begin no sooner than one
systematic withdrawal period after the last withdrawal.
After payments begin, you may change the frequency and/or amount of your
payments once per calendar quarter. To participate in a systematic withdrawal
program, you must complete our authorization form. You can obtain the form from
an authorized sales representative or by calling the telephone number or
writing to the address listed on page 1 of this prospectus.
Your systematic withdrawals may not exceed the maximum amount. If at any time
the systematic withdrawal amount would exceed the maximum, we will lower the
systematic withdrawal amount otherwise payable to equal the available maximum
amount.
A systematic withdrawal program will terminate automatically when a systematic
withdrawal would cause the remaining Contract Value to be less than $2,000. If
a systematic withdrawal would cause the Contract Value to be less than $2,000,
then we will not process that systematic withdrawal transaction. If any amount
withdrawn pursuant to systematic withdrawals would be or becomes less than
$100, we reserve the right to reduce the frequency of payments to an interval
that would result in each payment being at least $100. You may discontinue
systematic withdrawals at any time by notifying us in writing or by calling our
Home Office at the address and telephone number listed on page 1 of the
prospectus.
When you consider systematic withdrawals, please remember that each systematic
withdrawal is subject to Federal income taxes on any portion considered gain
for tax purposes. In addition, you may be assessed a 10% Federal penalty tax on
systematic withdrawals if you are younger than age 59 1/2 at the time of the
withdrawal. See the "Federal Income Tax Matters" provision of this prospectus.
Both partial withdrawals at your specific request and withdrawals under a
systematic withdrawal program will reduce the free withdrawal amount.
Telephone withdrawals. You may take partial withdrawals from your contract by
calling us, provided that we received your prior written authorization allowing
us to process such telephone requests at our Home Office. However, you only can
surrender your contract by writing our Home Office at the address listed on
page 1 of this prospectus.
We will employ reasonable procedures to confirm that instructions we receive
are genuine. Such procedures may include, among others:
. requiring you or a third party you authorized to provide some form of
personal identification before we act on the telephone instructions;
. confirming the telephone transaction in writing to you or a third party
you authorized; and/or
. tape recording telephone instructions.
If we do not follow reasonable procedures, we may be liable for any losses due
to unauthorized or fraudulent instructions. We reserve the right to limit or
prohibit partial withdrawal requests made by telephone.
To request a partial withdrawal by telephone, please call us at 800.352.9910.
Special note on reliability. Please note that the telephone system may not
always be available. Although we have taken precautions to help our systems
handle heavy use, we cannot promise complete reliability under all
circumstances. If you are experiencing problems, you can make your transaction
request by writing to our Home Office at the address listed on page 1 of this
prospectus.
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Surrender Value. The amount payable on surrender of your contract is the
Surrender Value as of the date we receive your surrender request in a form
acceptable to us which may include a Market Value Adjustment. The Surrender
Value equals the Contract Value on the date we receive your request, less any
applicable surrender charge and premium tax charge. We will pay the Surrender
Value which may include a Market Value Adjustment in a lump sum, unless you
elect one of the Optional Payment Plans. See the "Optional Payment Plans"
provision of this prospectus. We may waive surrender charges upon surrender if
you elect certain Optional Payment Plans. See the "Charges and Other
Deductions" provision of this prospectus.
CHARGES AND OTHER DEDUCTIONS
We will deduct the charges described below to cover our costs and expenses,
services provided, and risks assumed under the contracts. We incur certain
costs and expenses for the distribution and administration of the contracts and
for providing the benefits payable thereunder. The amount of a charge may not
necessarily correspond to the costs associated with providing the services or
benefits indicated by the designation of the charge. For example, surrender
charges we collect may not fully cover all of the sales and distribution
expenses we actually incur. We also may realize a profit on a charge.
Surrender Charge
Surrenders and partial withdrawals may be subject to a surrender charge.
Generally, we will assess a surrender charge as a percentage of Contract Value
withdrawn or surrendered during the first 7 Contract Years in excess of the
free withdrawal amount. Beginning in the third Contract Year, we will not
assess a surrender charge on a surrender or partial withdrawal you request
during the 30-day window prior to the end of your Guarantee Term.
The surrender charge percentage is as follows:
Contract Year in Surrender Charge
Which Surrender or as a Percentage of
Withdrawal Made Amount Withdrawn
- -------------------------------------
1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
8 and after 0%
- -------------------------------------
Waiver of Surrender Charge. We will waive the surrender charge if you
surrender your contract and apply your Contract Value to one of the following
Optional Payment Plans:
(1) Optional Payment Plan 1 (Life Income with Period Certain);
(2) Optional Payment Plan 2 (Income for a Fixed Period of 1 or more years);
or
(3) Optional Payment Plan 5 (Joint Life and Survivor Income).
If you elect one of the above Optional Payment Plans, then the amount applied
to the Optional Payment Plan will be the Contract Value, minus any premium tax,
and modified by any Market Value Adjustment, if applicable.
You may also select Optional Payment Plan 3 or Optional Payment Plan 4 upon
surrender, although we will assess surrender charges and any applicable premium
tax against your Contract Value. We will apply the Surrender Value which may
include an applicable Market Value Adjustment to the selected plan. See the
"Optional Payment Plans" provision of this prospectus.
We will also waive the surrender charge arising from a surrender or partial
withdrawal before Income Payments begin if, at the time we receive the request,
we have received due proof that the Owner has a qualifying confinement to a
state licensed or legally operated hospital or nursing facility for a minimum
period as set forth in the contract (provided the confinement began at least 90
days after the Contract Date). A Market Value Adjustment is, however, assessed
in accordance with the section below.
We will not impose the surrender charge upon your withdrawal of the free
withdrawal amount.
Market Value Adjustment. Surrenders, partial withdrawals and transfers from
one Guaranteed Term to another may be subject to a Market Value Adjustment. We
assess the Market Value Adjustment on the proceeds payable or transferred. We
will also apply a Market Value Adjustment in determining your Annuity
Commencement Value. We calculate the Market Value Adjustment separately for
each transaction.
We do not apply a Market Value Adjustment to payments of the free withdrawal
amount or on the Annuity Date during the 30-day window prior to the end of a
Guaranter Term. Beginning in the third contract year, we will not apply a
Market Value Adjustment to proceeds payable or transferred on a partial
withdrawal or a surrender from a Guarantee Term made during the 30-day window
prior to the end of a Guarantee Term.
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For any withdrawals taken in excess of the free withdrawal amount, we will
apply a Market Value Adjustment whenever you take a withdrawal from the
Contract Value (unless the withdrawal is made beginning the third contract year
and within the 30-day window prior to the end of the current Guarantee Term).
We will assess a Market Value Adjustment when you transfer to a different
Guarantee Term (unless the amount is transferred within the 30-day window prior
to the end of the current Guarantee Term) or on the Annuity Date if the Annuity
Date does not fall within the 30-day window prior to the end of the current
Guarantee Term.
Deductions for Premium Taxes
We will deduct charges for any premium tax or other tax levied by any
governmental entity either from your purchase payment or Contract Value when
incurred or when we pay proceeds under the contract (proceeds include amounts
received due to surrender, partial withdrawal, annuitization, and/or death).
The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation or by judicial action. These premium taxes depend
upon the law of your state. The tax generally ranges from 0.0% to 3.5%.
Commission Payments
We sell the contracts through registered representatives of broker-dealers.
These registered representatives are also appointed and licensed as insurance
agents of the Company. We pay commissions to broker-dealers for selling the
contracts. You do not directly pay these commissions. We pay these commissions.
We intend to recover the commissions, marketing, administrative and other
expenses and the cost of contract benefits through fees and charges imposed
under the contract. See the "Sales of the Contract" provision of this
prospectus for more information.
THE DEATH BENEFIT
Death Benefit Upon Death Before the Annuity Date
If any Owner (or Annuitant if the Owner is a non-natural person) dies before
the Annuity Date, the amount of proceeds available is the death benefit.
The death benefit is calculated as of the date that we receive due proof of
death and all required forms. Until we receive complete written settlement
instructions from the designated beneficiary, values will remain in the
Guarantee Account.
Upon receipt of due proof of death (generally, due proof is a certified copy of
the death certificate or a certified copy of the decree of a court of competent
jurisdiction as to a finding of death), we will treat the death benefit in
accordance with your instructions, subject to distribution rules and
termination of contract provisions described elsewhere.
Unless otherwise distributed pursuant to the distribution rules stated below,
we will pay death benefit proceeds in one lump sum unless the beneficiary
elects an Optional Payment Plan. See the "Optional Payment Plans" provision of
this prospectus
Death Benefit Amount
The death benefit equals the greater of:
(1) the Contract Value; and
(2) the Surrender Value modified by any applicable Market Value Adjustment.
The death benefit is calculated as of the date of receipt of due proof of death
and all required forms.
Required Distributions
General: In certain circumstances, federal tax law requires that distributions
be made under the contract upon the first death of:
. an Owner or Joint Owner; or
. the Annuitant or Joint Annuitant, if any Owner is a non-natural person (an
entity, such as a trust or corporation).
The discussion below describes the methods available for distributing the value
of the contract upon death.
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Designated Beneficiary: At the death of any Owner (or any Annuitant if any
Owner is a non-natural person), the person or entity first listed below who is
alive or in existence on the date of death will become the designated
beneficiary:
(1) Owner or Joint Owner(s);
(2) Primary beneficiary;
(3) Contingent beneficiary; or
(4) Owner's estate.
The designated beneficiary may choose one of the payment choices listed below,
subject to the distribution rules stated below. If there is more than one
designated beneficiary, we will treat each one separately in applying the tax
law's rules described below.
Distribution Rules: Distributions required by Federal tax law differ depending
on whether the designated beneficiary is the spouse of the deceased Owner (or
of the Annuitant, if any Owner is a non-natural person). Upon receipt of due
proof of death, and all required forms, the designated beneficiary will
instruct us how to treat the proceeds subject to the distribution rules
discussed below.
. Spouses -- If the designated beneficiary is the surviving spouse of the
deceased person, the contract may be continued with the surviving spouse
as the new Owner, or the surviving spouse may receive any death benefit
payable. The surviving spouse will become the Annuitant or he or she may
designate a new Annuitant. At the death of the surviving spouse, this
provision may not be used again, even if the surviving spouse remarries.
In such case, the rules for non-spouses will apply.
. Non-Spouses -- If the designated beneficiary is not the surviving spouse
of the deceased person, the contract cannot be continued in force
indefinitely. Instead, upon the death of any Owner (or any Annuitant, if
any Owner is a non-natural person) payments must be made to (or for the
benefit of) the designated beneficiary under one of the following payment
choices:
(1) Receive the death benefit in a lump sum payment upon receipt of due
proof of death.
(2) Receive the death benefit at any time during the five-year period
following the date of death through withdrawals or surrendering the
contract. At the end of the five-year period, we will pay any
remaining value in a lump sum. The remaining value will be modified
for any Market Value Adjustment unless payment is made within the
30-day window prior to the end of the Guarantee Term. See the
"Requesting Payments" provision in this prospectus.
(3) Apply the death benefit to provide an Income Payment under Optional
Payment Plan 1 or 2. The first Income Payment must be made no later
than one year after the date of death. In addition, if Optional
Payment Plan 1 is chosen, the period certain cannot exceed the
designated beneficiary's life expectancy, and if Optional Payment
Plan 2 is chosen, the fixed period cannot exceed the designated
beneficiary's life expectancy.
If the designated beneficiary makes no choice within 30 days following receipt
of due proof of death and all required forms, we will pay the death benefit as
a lump sum within the earlier of 5 years following the date of death or 60 days
following receipt of due proof of death and all required forms. If the
designated beneficiary dies before we have distributed the entire death
benefit, we will pay any value still remaining in a lump sum to the person
named by the designated beneficiary. If no person is so named, we will pay the
designated beneficiary's estate.
Under payment choices 1 and 2, the contract will terminate upon payment of all
available proceeds. Under payment choice 3, this contract will terminate when
we apply the death benefit to provide Income Payments.
Death Benefit After the Annuity Date
If any Owner, Annuitant or payee dies after the Annuity Date, Income Payments
will be made as stated in the section discussing income benefits. See "The
Annuity Commencement Date and Benefits at Annuity Date" provision of this
prospectus.
THE ANNUITY COMMENCEMENT DATE AND BENEFITS AT ANNUITY DATE
The Annuity Commencement Date
If any Annuitant is age 80 or younger when the contract is issued, the Annuity
Commencement Date cannot be earlier than the 10th contract anniversary and
cannot be later than the contract anniversary following the Annuitant's 90th
birthday (or the younger Annuitant's 90th birthday if there is a Joint
Annuitant), unless we approve a different age. If all Annuitants are age 81 or
older when the contract is issued, the Annuity Commencement Date will be the
10th contract anniversary unless we approve a different date.
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You may change the Annuity Commencement Date during any 30-day window prior to
the end of your current Guarantee Term. The new Annuity Commencement Date
selected must meet the requirements stated in the paragraph above. To make a
change, send written notice to our Home Office at the address located on page 1
of this prospectus before the end of your Guarantee Term. If you change the
Annuity Commencement Date, the Annuity Commencement Date will then mean the new
Annuity Commencement Date you select.
An Annuity Commencement Date that occurs or is scheduled to occur at an
advanced age (e.g., past age 85), may in certain circumstances have adverse
income tax consequences. See the "Federal Income Tax Matters" provision of this
prospectus.
The Annuity Date
If the Annuitant is still living on the Annuity Date, we will pay you or your
designated payee the monthly Income Payments described below beginning on that
date. We may deduct premium taxes from your payments.
Monthly Income Payments are made under a life annuity payment plan with a
period certain of 10 years, 15 years, or 20 years. If you do not select a
period certain, we will use a life annuity payment plan with a 10-year period
certain. The guaranteed minimum amount payable will earn interest at 3%
compounded yearly. We may decide at our sole discretion to pay a higher rate of
interest. We will make Income Payments monthly unless you elect in writing
quarterly, semi-annual or annual installments. Instead, you may choose to
receive the Contract Value in one lump sum in which case we will terminate the
contract. You may also choose to receive Income Payments under the Optional
Payment Plans described below. Once Income Payments commence, the amount and
period of Income Payments cannot be changed.
OPTIONAL PAYMENT PLANS
You may apply your Surrender Value adjusted for any applicable Market Value
Adjustment, death benefit proceeds or your Annuity Commencement Value to an
Optional Payment Plan. If you surrender the contract and select Plan 1, Plan 2
(with a fixed period of 1 or more years), or Plan 5, then the amount applied to
the Plan is the Contract Value. If the Annuity Date falls within the 30-day
window prior to the end of the current Guarantee Term, we will not apply a
Market Value Adjustment.
During the Annuitant's life, you (or your designated beneficiary at your death)
can choose an Optional Payment Plan. If you change a designated beneficiary,
your Plan selection will not remain in effect unless you request otherwise. Any
election or change in a Plan must be sent to our Home Office in a form
acceptable to us. We do not allow any changes after Income Payments begin. If
an Optional Payment Plan has not been chosen at the death of the Owner (or
Annuitant, if the Owner is a non-natural person), your designated beneficiary
can choose a Plan when we pay the death benefit.
We will make Income Payments monthly unless you request otherwise. The amount
of each payment under an Optional Payment Plan must be at least $100. Payments
made under an Optional Payment Plan at the death of any Owner (or any
Annuitant, if any Owner is a non-natural person), must conform to the rules as
outlined in the "Death Benefit" provision.
We may make an age adjustment to determine the amount of your Income Payments.
We will adjust the age according to the age adjustment table shown in your
contract.
Fixed Income Payments. We will transfer proceeds applied to a fixed income
option to our General Account. Payments made will equal or exceed those
required by the state where we deliver the contract. We determine fixed Income
Payments on the date we receive due proof of the Owner's death or on surrender.
Payments under Optional Payment Plan 4 (Interest Income) will begin at the end
of the first interest period after the date proceeds are otherwise payable.
Optional Payment Plans. The contract provides five Optional Payment Plans,
each of which is payable on a fixed basis. If any payee is not a natural
person, our consent must be obtained before selecting an Optional Payment Plan.
Following are explanations of the Optional Payment Plans available.
Plan 1 -- Life Income with Period Certain. This option guarantees monthly
payments for the lifetime of the payee with a minimum number of years of
payments. If the payee lives longer than the minimum period, payments will
continue for his or her life. The period can be 10, 15, or 20 years.
Payments are determined according to the table in the Monthly Income Benefit
section of the contract. Guaranteed amounts payable are determined assuming
an interest rate of 3% compounded annually. We may increase this rate and
the amount of any payment. The payee selects the designated period. If the
payee dies during the minimum period, we will discount the amount of the
remaining guaranteed payments at the same rate used in calculating Income
Payments. We will pay the discounted amount in one sum to the payee's estate
unless otherwise provided.
Plan 2 -- Income for a Fixed Period. This option guarantees periodic
payments (monthly, quarterly, semi-annually or annually) for a fixed period
not longer than 30 years. Payments will be made according to the table in the
15
contract. Guaranteed amounts payable are determined assuming an interest
rate of 3% compounded annually. We may increase this rate and the amount of
any payment. If the payee dies, we will discount the amount of the remaining
guaranteed payments to the date of the payee's death at the same rate used
in calculating Income Payments. We will pay the discounted amount in one sum
to the Payee's estate unless otherwise provided.
Plan 3 -- Income of a Definite Amount. This option provides periodic
payments (monthly, quarterly, semi-annually or annually) of a definite
amount to be paid. 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 annually. We may increase this
rate. If we do, the payment period will be extended. 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. This option provides for periodic payments
(monthly, quarterly, semi-annually or annually) of interest earned from the
proceeds left with us. Payments will begin at the end of the first period
chosen. Proceeds left under this plan will earn interest at 3% compounded
annually. We may increase this rate and the amount of any payment. 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. This option provides for us to
make monthly payments to two payees for a guaranteed minimum of 10 years.
The settlement age of each payee must be at least 35 when payments begin.
The amounts payable under this plan are determined assuming an interest rate
of 3% compounded annually. We may increase this 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, we will discount the amount
of the remaining payments for the 10-year period at the same rate used in
calculating Income Payments. We will pay the discounted amount in one sum to
the last surviving payee's estate unless otherwise provided.
FEDERAL INCOME TAX MATTERS
Introduction
This part of the prospectus discusses the federal income tax treatment of the
contract. The federal income tax treatment of the contract is complex and
sometimes uncertain. The federal income tax rules may vary with your particular
circumstances. This discussion does not address all of the federal income tax
rules that may affect you and your contract. This discussion also does not
address other federal tax consequences, or state or local tax consequences,
associated with a contract. As a result, you should always consult a tax
advisor about the application of tax rules to your individual situation.
Taxation of Non-qualified Contracts
This part of the discussion describes some of the federal income tax rules
applicable to non-qualified contracts. A non-qualified contract is a contract
not issued in connection with a qualified retirement plan receiving special tax
treatment under the Code, such as an individual retirement annuity or a section
401(k) plan.
Tax deferral on earnings. The federal income tax law does not tax any increase
in an Owner's Contract Value until there is a distribution from the contract.
However, certain requirements must be satisfied in order for this general rule
to apply, including:
. An individual must own the contract (or the tax law must treat the
contract as owned by an individual); and
. The contract's Annuity Commencement Date must not occur near the end of
the Annuitant's life expectancy.
This part of the prospectus discusses each of these requirements.
Contracts not owned by an individual -- no tax deferral and loss of interest
deduction. As a general rule, the Code does not treat a contract that is owned
by an entity (rather than an individual) as an annuity contract for federal
income tax purposes. The entity owning the contract pays tax currently on the
excess of the Contract Value over the purchase payments paid for the contract.
Contracts issued to a corporation or a trust are examples of contracts where
the Owner pays current tax on the contract's earnings.
There are several exceptions to this rule. For example, the Code treats a
contract as owned by an individual if the nominal owner is a trust or other
entity that holds the contract as an agent for an individual. However, this
exception does not apply in the case of any employer that owns a contract to
provide deferred compensation for its employees.
In the case of a contract issued after June 8, 1997 to a taxpayer that is not
an individual, or a contract held for the benefit of an entity, the entity will
lose its deduction for a portion of its otherwise deductible interest expenses.
This disallowance does not apply if the Owner pays tax on the annual increase
in the
16
Contract Value. Entities that are considering purchasing the contract, or
entities that will benefit from someone else's ownership of a contract, should
consult a tax advisor.
Age at which annuity payouts must begin. Federal income tax rules do not
expressly identify a particular age by which annuity payouts must begin.
However, those rules do require that an annuity contract provide for
amortization, through annuity payouts, of the contract's purchase payments paid
and earnings. If annuity payments begin or are scheduled to begin on a date
that the IRS determines does not satisfy these rules, interest and gains under
the contract could be taxable each year as they accrue.
No guarantees regarding tax treatment. We make no guarantees regarding the tax
treatment of any contract or of any transaction involving a contract. However,
the remainder of this discussion assumes that your contract will be treated as
an annuity contract for federal income tax purposes and that the tax law will
not impose tax on any increase in your Contract Value until there is a
distribution from your contract.
Partial withdrawals. A partial withdrawal occurs when you receive less than
the total amount of the contract's Surrender Value. In the case of a partial
withdrawal, you will pay tax on the amount you receive to the extent of the
gain in your contract, i.e. the excess of the Contract Value before the partial
withdrawal over your "investment in the contract." (This term is explained
below.) This income (and all other income from your contract) is ordinary
income. The Code imposes a higher rate of tax on ordinary income than it does
on capital gains. Your "investment in the contract" generally equals the total
of your purchase payment under the contract, reduced by any amounts you
previously received from the contract that you did not include in your income.
In the case of systematic partial withdrawals, the amount of each partial
withdrawal should be taxed in the same manner as any other partial withdrawal
from the contract.
There is some uncertainty regarding the tax treatment of the Market Value
Adjustment. The IRS has authority to address this uncertainty. However, as of
the date of this prospectus, the IRS has not issued any clarifying regulations.
In the event of a partial withdrawal or other transaction, that is treated as a
withdrawal for tax purposes (such as an assignment or gift), in order to
determine the extent to which your Contract Value exceeds your "investment in
the contract," we will disregard the amount of the Market Value Adjustment. The
IRS could determine that the Market Value Adjustment should not be disregarded
and this could increase or decrease the tax you pay, depending on the
circumstances.
Surrenders. A full surrender occurs when you receive the total amount of the
contract's Surrender Value. In the case of a surrender, you will pay tax on the
amount you receive to the extent it exceeds your "investment in the contract."
Assignments and Pledges. The Code treats any assignment or pledge of (or
agreement to assign or pledge) any portion of your Contract Value as a
withdrawal of such amount or portion.
Gifting a contract. If you transfer ownership of your contract -- without
receiving a payment equal to your Contract Value -- to a person other than your
spouse (or to your former spouse incident to divorce), you will pay tax on your
Contract Value to the extent it exceeds your "investment in the contract." In
such a case, the new owner's "investment in the contract" will be increased to
reflect the amount included in your income.
Taxation of annuity payouts. The Code imposes tax on a portion of each annuity
payout (at ordinary income tax rates) and treats a portion as a nontaxable
return of your "investment in the contract." We will notify you annually of the
taxable amount of your annuity payout.
Pursuant to the Code, you will pay tax on the full amount of your annuity
payouts once you have recovered the total amount of the "investment in the
contract." If annuity payouts cease because of the death of the Annuitant and
before the total amount of the "investment in the contract" has been recovered,
the unrecovered amount generally will be deductible.
If Optional Payment Plan 4 is selected, you will be taxed in the same manner as
a surrender. Interest credited under Optional Payment Plan 4, whether or not
paid, will be included in the current income of the Owner. This treatment could
also apply to Optional Payment Plan 3 depending on the relationship of the
amount of the periodic payments to the period over which they are paid.
Taxation of death benefits. We may distribute amounts from your contract
because of the death of an Owner, a Joint Owner, or an Annuitant. The tax
treatment of these amounts depends on whether the Owner, Joint Owner, or
Annuitant dies before or after the contract's Annuity Date.
Before the contract's Annuity Date. If received under an annuity payout
option, death benefits are taxed in the same manner as annuity payouts.
If not received under an annuity payout option, death benefits are taxed in the
same manner as a withdrawal.
After the contract's Annuity Date. The death benefit is includible in income
to the extent that it exceeds the unrecovered "investment in the contract" at
that time.
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Penalty taxes payable on partial withdrawals, surrenders, or annuity
payments. The Code may impose a penalty tax equal to 10% of the amount of any
payment from your contract that is included in your gross income. The Code does
not impose the 10% penalty tax if one of several exceptions applies. These
exceptions include partial withdrawals, surrenders, or annuity payments that:
. you receive on or after you reach age 59 1/2;
. you receive because you became disabled (as defined in the tax law);
. a beneficiary receives on or after the death of the Owner (or the
Annuitant, if the Owner is not a natural person); or
. you receive as a series of substantially equal periodic payments for the
life (or life expectancy) of the taxpayer or the joint lives of the
taxpayer and his or her designated beneficiary.
Special rules if you own more than one contract. In certain circumstances, you
may have to combine some or all of the non-qualified contracts you own in order
to determine the amount of an annuity payout, a surrender or a partial
withdrawal that you must include in income. For example:
. if you purchase a contract offered by this prospectus and also purchase at
approximately the same time an immediate annuity, the IRS may treat the
two contracts as one contract;
. if you purchase two or more deferred annuity contracts from the same life
insurance company (or its affiliates) during any calendar year, the Code
treats all such contracts as one contract for certain purposes.
The effects of these special rules are not clear. However, these rules could
affect:
. the amount of a surrender, a partial withdrawal or an annuity payment that
you must include in income; and
. the amount that might be subject to the penalty tax described above.
Section 1035 Exchanges
Under Section 1035 of the Code, the exchange of one annuity contract for
another annuity contract generally is not taxed (unless cash is distributed).
To qualify as a nontaxable exchange however, certain conditions must be
satisfied, e.g., the obligee(s) under the new annuity contract must be the same
obligee(s) as under the original contract.
Upon the death of a non-spousal Joint Owner, the contract provides the
surviving Joint Owner with the option of using the proceeds of this contract to
purchase a separate annuity contract with terms and values that are
substantially similar to those of this contract. Exercise of this option will
not qualify as a tax-free exchange under Section 1035.
Qualified Retirement Plans
We also designed the contracts for use in connection with certain types of
retirement plans that receive favorable treatment under the Code. Contracts
issued to or in connection with a qualified retirement plan are called
"qualified contracts." In considering the appropriateness of the contract for
use as a qualified contract, you should take into account that this contract
must be purchased with a single purchase payment. Generally, this requirement
will limit use of the contract to situations involving a rollover or transfer
from another qualified retirement plan. We do not currently offer all of the
types of qualified contracts described, and may not offer them in the future.
Prospective purchasers should contact our Home Office to learn the availability
of qualified contracts at any given time.
The federal income tax rules applicable to qualified plans are complex and
varied. As a result, this prospectus makes no attempt to provide more than
general information about use of the contract with the various types of
qualified plans. Persons intending to use the contract in connection with a
qualified plan should obtain advice from a competent advisor.
Types of Qualified Contracts. Some of the different types of qualified
contracts include:
. Individual Retirement Accounts and Annuities ("Traditional IRAs");
. Roth IRAs;
. Simplified Employee Pensions ("SEPs");
. Savings Incentive Matched Plans for Employees ("SIMPLE plans" including
"SIMPLE IRAs");
. Public school system and tax-exempt organization annuity plans ("403(b)
plans");
. Qualified corporate employee pension and profit-sharing plans ("401(a)
plans"); and qualified annuity plans ("403(a) plans"); and
. Self-employed individual plans ("H.R. 10 plans" or "Keogh Plans").
Terms of qualified plans and qualified contracts. The terms of a qualified
retirement plan may affect your rights under a qualified contract. When issued
in connection with a qualified
18
plan, we will amend a contract as generally necessary to conform to the
requirements of the type of plan. However, the rights of any person to any
benefits under qualified plans may be subject to the terms and conditions of
the plans themselves, regardless of the terms and conditions of the contract.
In addition, we are not bound by the terms and conditions of qualified
retirement plans to the extent such terms and conditions contradict the
contract, unless we consent.
Employer qualified plans. Qualified plans sponsored by an employer or employee
organization are governed by the provisions of the Code and the Employee
Retirement Income Security Act, as amended ("ERISA"). ERISA is administered
primarily by the U.S. Department of Labor. The Code and ERISA include
requirements that various features be contained in an employer qualified plan
such as: participation; vesting and funding; nondiscrimination; limits on
contributions and benefits; distributions; penalties; duties of fiduciaries;
prohibited transactions; and withholding, reporting and disclosure.
In the case of certain qualified plans, if a participant is married at the time
benefits become payable, unless the participant elects otherwise with written
consent of the spouse, the benefits must be paid in the form of a qualified
joint and survivor annuity. A qualified joint and survivor annuity is an
annuity payable for the life of the participant with a survivor annuity for the
life of the spouse in an amount that is not less than one-half of the amount
payable to the participant during his or her lifetime. In addition, a married
participant's beneficiary must be the spouse, unless the spouse consents in
writing to the designation of a different beneficiary.
If this contract is purchased as an investment of a qualified retirement plan,
the Owner will be either an employee benefit trust or the plan sponsor. Plan
participants and beneficiaries will have no ownership rights in the contract.
Only the Owner, acting through its authorized representative(s) may exercise
contract rights. Participants and beneficiaries must look to the plan
fiduciaries for satisfaction of their rights to benefits under the terms of the
qualified plan.
Where a contract is purchased by an employer-qualified plan, we assume no
responsibility regarding whether the contract's terms and benefits are
consistent with the requirements of the Code and ERISA. It is the
responsibility of the employer, plan trustee and plan administrator to satisfy
the requirements of the Code and ERISA applicable to the qualified plan. This
prospectus does not provide detailed tax or ERISA information. Various tax
disadvantages, including penalties, may result from actions that conflict with
requirements of the Code or ERISA, and the regulations pertaining to those
laws. Federal tax laws and ERISA are continually under review by Congress. Any
changes in the laws or in the regulations pertaining to the laws may affect the
tax treatment of amounts contributed to employer qualified plans and the
fiduciary actions required by ERISA.
Treatment of qualified contracts compared with non-qualified
contracts. Although some of the federal income tax rules are the same for both
qualified and non-qualified contracts, many of the rules are different. For
example:
. The Code generally does not impose tax on the earnings under either
qualified or non-qualified contracts until received.
. The Code does not limit the amount of purchase payments and the time at
which purchase payments can be made under non-qualified contracts.
However, the Code does limit both the amount and frequency of purchase
payments made to qualified contracts.
. The Code does not allow a deduction for purchase payments made for
non-qualified contracts, but sometimes allows a deduction or exclusion
from income for purchase payments made to a qualified contract.
The federal income tax rules applicable to qualified plans and qualified
contracts vary with the type of plan and contract. For example:
. Federal tax rules limit the amount of purchase payments that can be made
and the tax deduction or exclusion that may be allowed for such purchase
payments. These limits vary depending on the type of qualified plan and
the circumstances of the plan participant, e.g., the participant's
compensation.
. Under qualified plans, the participant must begin receiving payments from
the contract in certain minimum amounts by a certain date (generally,
April 1 of the calendar year following the later of age 70 1/2 or
retirement). Under an IRA, the Owner must begin receiving payments from
the contract in certain minimum amounts by April 1 of the calendar year
following the attainment of age 70 1/2. Due to the presence of the Market
Value Adjustment feature, there may be in some circumstances uncertainty
as to the amounts of required minimum distributions. However, these
"minimum distribution rules" do not apply to a Roth IRA before the Owner's
death.
Amounts received under qualified contracts. Federal income tax rules generally
include distributions from a qualified contract in your income as ordinary
income. Purchase payments that are deductible or excludible from income do not
create "investment in the contract." Thus, under many qualified contracts there
will be no "investment in the contract" and you
19
must include the total amount you receive in your income. There are exceptions.
For example, you do not include amounts received from a Roth IRA if certain
conditions are satisfied. Additional Federal taxes may be payable in connection
with a qualified contract. For example, failure to comply with the minimum
distribution rules applicable to certain qualified plans will result in the
imposition of an excise tax. This excise tax generally equals 50% of the amount
by which a minimum required distribution exceeds the actual distribution from
the qualified plan.
Federal penalty taxes payable on distributions. The Code may impose a penalty
tax equal to 10% of the amount of any payment from your qualified contract that
is includible in your income. The Code does not impose the penalty tax if one
of several exceptions applies. The exceptions vary depending on the type of
qualified contract you purchase. For example, in the case of an IRA, exceptions
provide that the penalty tax does not apply to a withdrawal, surrender, or
annuity payout:
. received on or after the Owner reaches age 59 1/2;
. received on or after the Owner's death or because of the Owner's
disability (as defined in the tax law);
. received as a series of substantially equal periodic payments over the
life (or life expectancy) of the taxpayer; or
. to the extent it does not exceed the amount allowable as a deduction to
the Owner for amounts paid for medical care.
These exceptions, as well as certain others not described here, generally apply
to taxable distributions from other qualified plans. However, the specific
requirements of the exception may vary.
Moving Money From One Qualified Contract or Qualified Plan to Another
Rollovers and transfers. In many circumstances you may move money between
qualified contracts and qualified plans by means of a rollover or a transfer.
Special rules apply to such rollovers and transfers. If you do not follow the
applicable rules, you may suffer adverse federal income tax consequences,
including paying taxes which you might not otherwise have had to pay. You
should always consult a qualified advisor before you move or attempt to move
funds between any qualified contract or plan and another qualified contract or
plan.
Direct rollovers. The direct rollover rules apply to certain payments (called
"eligible rollover distributions") from section 401(a) plans, section 403(a) or
(b) plans, H.R. 10 plans, and qualified contracts used in connection with these
types of plans. The direct rollover rules do not apply to distributions from
IRAs. The direct rollover rules require federal income tax equal to 20% of the
eligible rollover distribution to be withheld from the amount of the
distribution, unless the Owner elects to have the amount directly transferred
to certain qualified contracts or plans.
Prior to receiving an eligible rollover distribution from us, we will provide
you with a notice explaining these requirements and how you can avoid 20%
withholding by electing a direct rollover.
Federal Income Tax Withholding
We will withhold and remit to the IRS a part of the taxable portion of each
distribution made under a contract unless the distributee notifies us at or
before the time of the distribution that he or she elects not to have any
amounts withheld. In certain circumstances, federal income tax rules may
require us to withhold tax. At the time you request a withdrawal, surrender, or
annuity payout, we will send you forms that explain the withholding
requirements.
State Income Tax Withholding
If required by the law of your state, we will also withhold state income tax
from the taxable portion of each distribution made under the contract, unless
you make an available election to avoid withholding. If permitted under state
law, we will honor your request for voluntary state withholding.
Changes in the Law
This discussion is based on the Code, IRS regulations, and interpretations
existing on the date of this prospectus. Congress, the IRS, and the courts may
modify these authorities, however, sometimes retroactively.
REQUESTING PAYMENTS
To request a payment, you must provide us with notice in a form satisfactory to
us. We will ordinarily pay any partial withdrawal or surrender proceeds within
seven days after receipt at our Home Office of a request in good order for a
partial withdrawal or surrender. We also will ordinarily make payment of lump
sum death benefit proceeds within seven days from the receipt of due proof of
death, and receipt of all required forms. We will determine payment amounts as
of the date on which our Home Office receives the payment request or due proof
of death, and receipt of all required forms. We reserve the right to defer
payments from the Guarantee Account or our General Account for a withdrawal and
surrender for up to six months from the date we receive your payment request.
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In most cases, when we pay death benefit proceeds in a lump sum, we will pay
these proceeds either:
(1) to your designated beneficiary directly in the form of a check; or
(2) by establishing an interest bearing account, called the "Secure Access
Account," for the designated beneficiary, in the amount of the death
benefit proceeds payable.
When establishing the Secure Access Account we will send the beneficiary a
checkbook within seven days after we receive all the required documents, and
the beneficiary will have immediate access to the account simply by writing a
check for all or any part of the amount of the death benefit proceeds payable.
The Secure Access Account is part of our General Account. It is not a bank
account and it is not insured by the FDIC or any other government agency. As
part of our General Account, it is subject to the claims of our creditors. We
receive a benefit from all amounts left in the Secure Access Account. If we do
not receive instructions from the designated beneficiary with regard to the
form of death benefit payment, we will automatically establish the Secure
Access Account.
We may defer making any payments attributable to a check or draft that has not
cleared until we are satisfied that the check or draft has been paid by the
bank on which it is drawn.
If mandated under applicable law, we may be required to reject a purchase
payment and/or block an owner's account and thereby refuse request for
surrenders, partial withdrawals, loans or death benefits, until instructions
are received from the appropriate regulators. We may also be required to
provide additional information about you or your account to government
regulators.
SALES OF THE CONTRACT
We have entered into an underwriting agreement with Capital Brokerage
Corporation (doing business in Indiana as Genworth Financial Brokerage
Corporation) (collectively, "Capital Brokerage Corporation") for the
distribution and sale of the contracts. Pursuant to this agreement, Capital
Brokerage Corporation serves as principal underwriter for the contracts,
offering them on a continuous basis. Capital Brokerage Corporation is located
at 6620 West Broad Street, Building 2, Richmond, Virginia 23230. Although the
Company and Capital Brokerage Corporation do not anticipate discontinuing the
offering of the contracts, we do reserve the right to discontinue offering the
contracts at any time.
Capital Brokerage Corporation was organized as a corporation under the laws of
the state of Washington in 1981 and is an affiliate of ours. Capital Brokerage
Corporation is registered as a broker-dealer with the SEC under the Securities
Exchange Act of 1934, as well as with the securities commissions in the states
in which it operates, and is a member of the NASD.
Capital Brokerage Corporation offers the contracts through registered
representatives who are registered with the NASD and with the states in which
they do business. More information about Capital Brokerage Corporation and the
registered representatives is available at http://www.nasdr.com or by calling
800.289.9999. You can also obtain an investor brochure from NASD Regulation
describing its Public Disclosure Program. Registered representatives with
Capital Brokerage Corporation are also licensed as insurance agents in the
states in which they do business and are appointed with the Company.
Capital Brokerage Corporation also enters into selling agreements with an
affiliated broker-dealer and unaffiliated broker-dealers to sell the Contracts.
The registered representatives of these selling firms are registered with the
NASD and with the states in which they do business, are licensed as insurance
agents in the states in which they do business and are appointed with us.
We pay compensation to Capital Brokerage Corporation for promotion and sales of
the contracts by its registered representatives as well as by affiliated and
unaffiliated selling firms. This compensation consists of sales commissions and
other cash and non-cash compensation. The maximum commission we may pay is 5.5%
of your purchase payment.
The maximum commission consists of three parts -- commissions paid to internal
and external wholesalers of Capital Brokerage Corporation ("wholesalers" are
individuals employed by the Company and registered with Capital Brokerage
Corporation that promote the offer and sale of the contracts), commissions paid
to the affiliated and unaffiliated brokerage firm for whom the registered
representative that sold your contract is employed ("selling firms") and an
amount paid to the selling firm for marketing allowances and other payments
related to the sale of the contract. Wholesalers with Capital Brokerage
Corporation receive a maximum commission of 0.25% of your purchase payment.
After commission is paid to the wholesalers of Capital Brokerage Corporation, a
commission is then paid to the selling firm. A maximum commission of 4.25% of
your purchase payment is paid to the selling firm. The exact amount of
commission paid to the registered representative who sold you your contract is
determined by the brokerage firm for whom the representative is employed.
21
All selling firms receive commissions as described above based on the sale and
receipt of premium on the contract. Unaffiliated selling firms receive
additional compensation, including marketing allowances and other payments. The
maximum marketing allowance paid on the sale of a contract is 1.0% of purchase
payments received. At times, Capital Brokerage Corporation may make other cash
and non-cash payments to selling firms, as well as receive payments from
selling firms, for expenses relating to the recruitment and training of
personnel, periodic sales meetings, the production of promotional sales
literature and similar expenses. These expenses may also relate to the
synchronization of technology between the Company, Capital Brokerage
Corporation and the selling firm in order to coordinate data for the sale and
maintenance of the Contract. In addition, registered representatives may be
eligible for non-cash compensation programs offered by Capital Brokerage
Corporation or an affiliated company, such as conferences, trips, prizes and
awards. The amount of other cash and non-cash compensation paid by Capital
Brokerage Corporation or its affiliated companies ranges significantly among
the selling firms. Likewise, the amount received by Capital Brokerage
Corporation from the selling firms ranges significantly.
The commissions listed above are maximum commissions paid, and therefore such
commissions stated above reflect situations where we pay a higher commission
for a short period of time for a special promotion.
Commissions paid on the contracts, including other incentives and payments, are
not charged directly to you or to your Contract Value, but indirectly through
fees and charges imposed under the contracts.
All commissions, special marketing allowances and other payments made or
received by Capital Brokerage Corporation to or from selling firms come from or
are allocated to the general assets of Capital Brokerage Corporation or one of
its affiliated companies. Therefore, regardless of the amount paid or received
by Capital Brokerage Corporation or one of its affiliated companies, the amount
of expenses you pay under the contract do not vary because of such payments to
or from such selling firms.
Even though your contract costs are not determined based on amounts paid to or
received from Capital Brokerage Corporation or the selling firm, the prospect
of receiving, or the receipt of, additional compensation as described above may
create an incentive for selling firms and/or their registered representative to
sell you this product versus a product with respect to which a selling firm
does not receive additional compensation, or a lower level of additional
compensation. You may wish to take such compensation arrangements into account
when considering and evaluating any recommendation relating to the contracts.
During 2006, 2005, and 2004, no monies were paid to Capital Brokerage
Corporation for the sale of the contracts and any additional purchase payments
received. In 2006, 2005 and 2004, no underwriting commissions were paid to
Capital Brokerage Corporation.
LEGAL PROCEEDINGS
We face a significant risk of litigation and regulatory investigations and
actions in the ordinary course of operating our businesses, including the risk
of class action lawsuits. Our pending legal and regulatory actions include
proceedings specific to us and others generally applicable to business
practices in the industries in which we operate. In our insurance operations,
we are or may become subject to class actions and individual suits alleging,
among other things, issues relating to sales or underwriting practices, payment
of contingent or other sales commissions, claims payments and procedures,
product design, product disclosure, administration, additional premium charges
for premiums paid on a periodic basis, denial or delay of benefits, charging
excessive or impermissible fees on products, recommending unsuitable products
to customers and breaching fiduciary or other duties to customers. In our
investment-related operations, we are subject to litigation involving
commercial disputes with counterparties. Plaintiffs in class action and other
lawsuits against us may seek very large or indeterminate amounts, including
punitive and treble damages, which may remain unknown for substantial periods
of time. We are also subject to various regulatory inquiries, such as
information requests, subpoenas and books and record examinations, from state
and federal regulators and other authorities. A substantial legal liability or
a significant regulatory action against us could have an adverse effect on our
business, financial condition and results of operations. Moreover, even if we
ultimately prevail in the litigation, regulatory action or investigation, we
could suffer significant reputational harm, which could have an adverse effect
on our business, financial condition and results of operations.
Recently, the insurance industry has become the focus of increased scrutiny by
regulatory and law enforcement authorities concerning certain practices within
the insurance industry. In this regard, in May 2005, Genworth Financial, Inc.
("Genworth") received a subpoena from the Northeast Regional Office of the SEC,
requiring the production of documents related to "certain loss mitigation
insurance products," such as finite risk reinsurance. In the subpoena, Genworth
is defined as including, among other things, its subsidiaries and affiliates.
We cooperated with Genworth in connection with Genworth's response to the SEC's
subpoena in June and July 2005 and will cooperate with respect to any follow-up
requests or inquiries.
22
Additionally, in May and June 2005, we received information requests from the
State of Delaware Department of Insurance and the State of Connecticut
Insurance Department on the same general subject, to which we responded. We
will cooperate with respect to any follow-up requests or inquiries. In 2005, GE
received a subpoena from the United States Attorney's Office for the Southern
District of New York, also on the same general subject. In the subpoena, GE is
defined as including, among other things, its subsidiaries and affiliates. We
cooperated with GE in connection with GE's response to the subpoena and will
cooperate with respect to any follow-up requests or inquiries.
We cannot ensure that the current investigations and proceedings will not have
a material adverse effect on our business, financial condition or results of
operations. In addition, it is possible that related investigations and
proceedings may be commenced in the future, and we could become subject to
further investigations and have lawsuits filed against us. In addition,
increased regulatory scrutiny and any resulting investigations or proceedings
could result in new legal precedents and industry-wide regulations or practices
that could adversely affect our business, financial condition and results of
operations.
The Company shall, and may through insurance coverage, indemnify any directors
or officers who are a party to any proceeding by reason of the fact that he or
she was or is a director or officer of the Company against any liability
incurred by him or her in connection with such proceeding unless he or she
engaged in willful misconduct or a knowing violation of the criminal law or any
federal or state securities law. Such indemnification covers all judgments ,
settlements, penalties, fines and reasonable expenses incurred with respect to
such proceeding. If the person involved is not a director or officer of the
Company, the board of directors may cause the Company to indemnify, or contract
to indemnify, to the same extent allowed for its directors and officers, such
person who was, is or may become a party to any proceeding, by reason of the
fact that he or she is or was an employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise.
Insofar as indemnification for liability arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, we have been advised that
in the opinion of the SEC such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company 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, we will, unless in the opinion
of our 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 1933 Act and will be
governed by the final adjudication of such issue.
Capital Brokerage Corporation is not in any pending or threatened lawsuits that
are reasonably likely to have a material adverse impact on us.
Although it is not anticipated that these developments will have an adverse
impact on us, or on the ability of Capital Brokerage Corporation to perform
under its principal underwriting agreement, there can be no assurance at this
time.
ADDITIONAL INFORMATION
Owner Questions
The obligations to Owners under the contracts are ours. Please direct your
questions and concerns to us at our Home Office at the address and telephone
number listed on page 1 of this prospectus.
Return Privilege
Within the 20-day free-look period after you receive the contract, you may
cancel it for any reason by delivering or mailing it postage prepaid, to our
Home Office, Annuity New Business, 6610 W. Broad Street, Richmond, Virginia
23230. If you cancel your contract, it will be void. Unless state law requires
that we return your purchase payment, the amount of the refund you receive will
equal your purchase payment adjusted for any Market Value Adjustment.
State Regulation
As a life insurance company organized and operated under the laws of the
Commonwealth of Virginia, we are subject to provisions governing life insurers
and to regulation by the Virginia Commissioner of Insurance.
Our books and accounts are subject to review and examination by the State
Corporation Commission of the Commonwealth of Virginia at all times. The
Commission conducts a full examination of our operations at least every five
years.
Records and Reports
At least once each year, we will send you a report showing information about
your contract for the period covered by the report. The report will show your
purchase payment, Contract
23
Value, Surrender Value, interest credited, partial withdrawals and charges made
during the statement period. In addition, when you make your purchase payment
and partial withdrawals, you will receive a written confirmation of these
transactions.
Legal Matters
Certain matters regarding the offering of the securities herein will be passed
upon by:
. Heather Harker, internal counsel for the Company (as to Virginia law and
United States federal securities law matters); and
. Sidley Austin LLP counsel for the Company (as to tax law matters).
Opinions may be issued in the future by counsel other than those listed above.
The name of such counsel, other than those listed above will be included in a
prospectus supplement.
Experts
The consolidated financial statements and financial statement schedules for
Genworth Life and Annuity Insurance Company and subsidiaries as of December 31,
2006 and 2005, and for each of the years in the three-year period ended
December 31, 2006, and management's assessment of the effectiveness of internal
control over financial reporting as of December 31, 2006, have been
incorporated by reference herein and in the registration statement in reliance
upon the reports of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
The reports of KPMG LLP dated March 12, 2007 with respect to the consolidated
financial statements and schedules of Genworth Life and Annuity Insurance
Company and subsidiaries refer to a change in accounting for certain
nontraditional long-duration contracts and for separate accounts in 2004.
Where You Can Find More Information
This prospectus, which constitutes part of the registration statement, does not
contain all the information set forth in the registration statement. Parts of
the registration statement are omitted from this prospectus in accordance with
the rules and regulations of the SEC. The registration statement, including
exhibits, contains additional relevant information about us. We are subject to
the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in compliance with such laws, we file annual, quarterly,
and current reports and other information with the SEC. You can read and copy
any reports or other information we file at the SEC public reference room at
100 F Street, N.E., Washington, D.C. 20549. You can also request copies of our
documents upon payment of a duplicating fee, by writing the SEC's public
reference room. You can obtain information regarding the public reference room
by calling the SEC at 1-800-SEC-0330. Our filings are available to the public
from commercial document retrieval services and over the internet at
http://www.sec.gov. (This uniform resource locator (URL) is an inactive textual
reference only and is not intended to incorporate the SEC web site into this
prospectus.)
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information that we file with
the SEC into this prospectus which means that incorporated documents are
considered part of this prospectus. We can disclose important information to
you by referring you to those documents. This prospectus incorporates by
reference our Annual Report on Form 10-K for the year ended December 31, 2006
and the Current Report filed on Form 8-K filed with the SEC on March 12, 2007.
You may also request a copy of any documents incorporated by reference in this
prospectus and any accompanying prospectus supplement (including any exhibits
that are specifically incorporated by reference in them), at no cost, by
writing or telephoning:
Genworth Life and Annuity Insurance Company
6610 West Broad Street
Richmond, Virginia 23230
1.800.352.9910
24
APPENDIX
Market Value
Adjustment
Examples
The formula used to determine the Market Value Adjustment factor is:
((1+i)/(1+j))/n/365/, where
n = the number of days to the end of your current
Guarantee Term
i = the Guaranteed Interest Rate in effect for your
current Guarantee Term
j = the currently offered Guaranteed Interest Rate for a
Guarantee Term with a duration of "n"
Examples of Market Value Adjustment at the end of the third Contract Year based
on a single purchase payment of $100,000.00, a Guarantee Term of 10 years and a
Guaranteed Interest Rate of 4.00%
Contract Value at the end of the third Contract Year = $100,000.00 x (1.04)/3/
= $112,486.40
Free Withdrawal Amount = Interest Credited to Contract Value during the prior
twelve months = $4,326.40
Surrender Charge = ($112,486.40 - $4,326.40) x .05 = $5,408
Example #1: Full Surrender -- Negative Market Value Adjustment
n = 2,555 (365 x 7)
i = 4.00%
j = 5.00%
MVA factor = (1.04/1.05)/7/ = .935208147
Amount Payable Upon Surrender = [(Contract Value - Free Withdrawal Amount -
Surrender Charge) x MVA factor] + Free Withdrawal Amount
= [($112,486.40 - $4,326.40 - $5,408) x .935208147] + $4,326.40
= $103,526.08
Example #2: Full Surrender -- Positive Market Value Adjustment
n = 2,555 (365 x 7)
i = 4.00%
j = 3.00%
MVA factor = (1.04/1.03)/7/ = 1.069972959
Amount Payable Upon Surrender = [(Contract Value - Free Withdrawal Amount -
Surrender Charge) x MVA factor] + Free Withdrawal Amount
= [($112,486.40 - $4,326.40 - $5,408) x 1.069972959] + $4,326.40
= $114,268.26
A-1
PROSPECTUS DELIVERY OBLIGATIONS
Until May 1, 2008, all registered representatives that effect transactions
in these securities whether or not participating in this offering, may be
required to deliver a prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
contract, other than any underwriting discounts and commissions, are as follows
(except for the Securities and Exchange Commission Registration Fees, all
amounts shown are estimates):
Securities and Exchange Commission
Registration Fees............... $11,711 (based on a total of $50,000,000 Proposed
Maximum Aggregate Offering)*
Printing and engraving............ $ 6,000
Accounting fees and expenses...... $ 5,000
Legal fees and expenses........... $25,000
Miscellaneous..................... $ 1,500
-------
Total expenses (approximate)... $49,211
=======
- -------------
* Registered previously with Pre-Effective Amendment No. 1 filed on December
13, 2001.
Item 14. Indemnification of Directors and Officers.
Sections 13.1-876 and 13.1-881 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.
Genworth Life and Annuity Insurance Company's Articles of Incorporation
provide that Genworth Life and Annuity Insurance Company shall, and may through
insurance coverage, indemnify any directors or officers who are a party to any
proceeding by reason of the fact that he or she was or is a director or officer
of Genworth Life and Annuity Insurance Company against any liability incurred
by him or her in connection with such proceeding, unless he or she engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law. Such indemnification covers all judgments, settlements,
penalties, fines and reasonable expenses incurred with respect to such
proceeding. If the person involved is not a director or officer of Genworth
Life and Annuity Insurance Company, the board of directors may cause Genworth
Life and Annuity Insurance Company to indemnify, or contract to indemnify, to
the same extent allowed for its directors and officers, such person who was, is
or may become a party to any proceeding, by reason of the fact that he or she
is or was an employee or agent of Genworth Life and Annuity Insurance Company,
or is or was serving at the request of Genworth Life and Annuity Insurance
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
* * *
1
Item 15. Recent Sales of Unregistered Securities.
Not applicable.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1.1 Underwriting Agreement. Previously filed on October 27, 2006 with the
Registration Statement to Form N-4 for Genworth Life & Annuity VA
Separate Account 3, Registration No. 333-138258.
1.2 Broker-Dealer Sales Agreement. Previously filed on October 27, 2006
with the Registration Statement to Form N-4 for Genworth Life &
Annuity VA Separate Account 3, Registration No. 333-138258.
2 Not applicable.
3.1 Certificate of Incorporation of The Life Insurance Company of
Virginia. Previously filed on May 1, 1998 with Post-Effective
Amendment No. 9 to Form N-4 for GE life & Annuity Separate Account 4,
Registration No. 033-76334.
3.2 Amended and Restated Articles of Incorporation of GE Life and Annuity
Assurance Company. Previously filed on September 1, 2000 with
Post-Effective Amendment No. 1 to Form N-4 for GE Life & Annuity
Separate Account 4, Registration No. 333-31172.
3.3 Amended and Restated Articles of Incorporation of Genworth Life and
Annuity Insurance Company. Previously filed on March 17, 2006 with
Post-Effective Amendment No. 5 to Form S-1 for Genworth Life and
Annuity Insurance Company, Registration No. 333-69620.
3.4 Amended and Restated By-laws of Genworth Life and Annuity Insurance
Company. Previously filed on March 17, 2006 with Post-Effective
Amendment No. 5 to Form S-1 for Genworth Life and Annuity Insurance
Company, Registration No. 333-69620.
4 Contract. Previously filed on September 19, 2001 on Form S-1 for GE
Life and Annuity Assurance Company, Registration No. 333-69620.
4.1 SEP Endorsements, Form P5090 7/97 and Form 5094 7/98. Previously
filed on May 1, 1998 with Post-Effective Amendment No. 9 to Form N-4
for GE life & Annuity Separate Account 4, Registration No. 033-76334.
4.2 Individual Retirement Annuity Endorsement, Form 5090 7/97. Previously
filed on May 1, 1998 with Post-Effective Amendment No. 9 to Form N-4
for GE life & Annuity Separate Account 4, Registration No. 033-76334.
4.3 Roth Individual Retirement Annuity Endorsement, Form P5133 11/00.
Previously filed on September 19, 2001 on Form S-1 for GE Life and
Annuity Assurance Company, Registration No. 333-69620.
4.4 Section 403(b) Annuity Endorsement, Form 5145 12/00. Previously filed
on September 19, 2001 on Form S-1 for GE Life and Annuity Assurance
Company, Registration No. 333-69620.
4.5 Application. Previously filed August 20, 2001 to Form S-1 for GE Life
and Annuity Assurance Company, Registration No. 333-67902.
5 Opinion of Heather C. Harker, counsel for Genworth Life and Annuity
Insurance Company. Filed herewith.
6 Not applicable.
7 Not applicable.
8 Opinion of Sidley Austin LLP, counsel to Genworth Life and Annuity
Insurance Company (re: tax matters). Filed herewith.
2
9 Not applicable.
10 Not applicable.
11 Not applicable.
12 Not applicable.
13 Not applicable.
14 Not applicable.
15 Not applicable.
16 Not applicable.
17 Not applicable.
18 Not applicable.
19 Not applicable.
20 Not applicable.
21 Subsidiaries of the Registrant. Filed herewith.
22 Not applicable.
23.1 Consent of KPMG LLP. Filed herewith.
23.2 Consent of Heather C. Harker (included in Exhibit 5).
23.3 Consent of Sidley Austin LLP (included in Exhibit 8).
24 Power of Attorney. Filed herewith.
25 Not applicable.
26 Not applicable.
27 Not applicable.
99.1 Resolution of Board of Directors of GE Life and Annuity Assurance
Company authorizing the establishment of GE Life & Annuity Variable
Account 6. Previously filed on August 20, 2001 to Form S-1 for GE
Life and Annuity Assurance Company, Registration No. 333-67902.
99.2 Resolution of Board of Directors of GE Life and Annuity Assurance
Company authorizing the name change of GE Life & Annuity Variable
Account 6 to Genworth Life & Annuity MVA Separate Account. Previously
filed on March 17, 2006 with Post-Effective Amendment No. 6 to Form
S-1 for Genworth Life and Annuity Insurance Company, Registration No.
333-69786.
3
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from low
or high end estimated offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thererof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C ((S)230.430C of this chapter),
each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule 430A
((S)230.430A of this chapter), shall be deemed to be part of and included in
the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or
prospectus that was part of the registration or made in any such document
immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing materials or information about the undersigned registrant
or their securities provided by or on behalf of the undersigned registrant; and
4
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 6 to the registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the County of Henrico in the Commonwealth of Virginia, on the
21st day of March, 2007.
GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
(Registrant)
By: /s/ GEOFFREY S. STIFF
-----------------------------------
Geoffrey S. Stiff
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 6 to the registration statement has been signed
below by the following persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ *PAMELA S. SCHUTZ Chairperson of the Board, President March 21, 2007
- --------------------------- and Chief Executive Officer
Pamela S. Schutz
/s/ *WILLIAM C. GOINGS, II Director and Senior Vice President March 21, 2007
- ---------------------------
William C. Goings, II
/s/ *PAUL A. HALEY Director, Senior Vice President and March 21, 2007
- --------------------------- Chief Actuary
Paul A. Haley
/S/ *SCOTT R. LINDQUIST Director and Vice President March 21, 2007
- ---------------------------
Scott R. Lindquist
/S/ *VICTOR C. MOSES Director and Vice President March 21, 2007
- ---------------------------
Victor C. Moses
/s/ *LEON E. RODAY Director and Senior Vice President March 21, 2007
- ---------------------------
Leon E. Roday
/s/ GEOFFREY S. STIFF Director and Senior Vice President March 21, 2007
- ---------------------------
Geoffrey S. Stiff
/s/ *DENNIS R. VIGNEAU Senior Vice President and Chief March 21, 2007
- --------------------------- Financial Officer
Dennis R. Vigneau
/s/ *JOHN A. ZELINSKE Vice President and Controller March 21, 2007
- ---------------------------
John A. Zelinske
*By: /S/ GEOFFREY S. STIFF , pursuant to Power of March 21, 2007
---------------------- Attorney executed on March 19, 2007
Geoffrey S. Stiff