COMMONWEALTH VARIABLE ANNUITY PLUS...Genworth Life and Annuity Insurance Company Home Office: 6610...

COMMONWEALTH VARIABLE ANNUITY PLUS

PROSPECTUS FOR A FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY

Issued by Genworth Life and Annuity Insurance Company

May 1, 2020

Genworth Life & Annuity VA Separate Account 1

13739 05/01/20

STOP THE PAPER! VISIT GENWORTH.COM

TO REGISTER TO RECEIVE

DOCUMENTS VIA E-MAIL.

Genworth Life & Annuity VA Separate Account 1Prospectus For

Flexible Premium Variable Deferred Annuity ContractsForm P1150 10/98Form P1143 4/94

Issued by:Genworth Life and Annuity Insurance Company

Home Office:6610 West Broad Street

Richmond, Virginia 23230Telephone: (800) 352-9910

This prospectus, dated May 1, 2020, describes a flexiblepremium variable deferred annuity contract (the “contract” or“contracts”) for individuals and some qualified and nonqualifiedretirement plans. Genworth Life and Annuity InsuranceCompany (the “Company,” “we,” “us,” or “our”) issues thecontract. This contract is no longer offered or sold.

This prospectus describes all material features and benefits ofthe contract and provides details about Genworth Life &Annuity VA Separate Account 1 (the “Separate Account”) andthe Guarantee Account that you should know before investing.Please read this prospectus carefully before investing and keepit for future reference.

The contract offers you the opportunity to accumulate ContractValue and provides for the payment of periodic annuitybenefits. We may pay these annuity benefits on a variable orfixed basis.

You may allocate your premium payments to the SeparateAccount, the Guarantee Account, or both. Each Subaccount ofthe Separate Account invests in shares of Portfolios of theFunds listed below:

AIM Variable Insurance Funds (Invesco VariableInsurance Funds) (formerly, Oppenheimer VariableAccount Funds):Invesco Oppenheimer V.I. Capital Appreciation Fund —

Series I Shares (formerly, Oppenheimer Capital AppreciationFund/VA — Non-Service Shares)

Invesco Oppenheimer V.I. Conservative Balanced Fund —Series I Shares (formerly, Oppenheimer ConservativeBalanced Fund/VA — Non-Service Shares)

Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund —Series II Shares (formerly, Oppenheimer Discovery Mid CapGrowth Fund/VA — Service Shares)

Invesco Oppenheimer V.I. Global Strategic Income Fund —Series I Shares (formerly, Oppenheimer Global StrategicIncome Fund/VA — Non-Service Shares)

Invesco Oppenheimer V.I. Total Return Bond Fund —Series I Shares (formerly, Oppenheimer Total Return BondFund/VA — Non-Service Shares)

The Alger Portfolios:Alger Large Cap Growth Portfolio — Class I-2 SharesAlger Small Cap Growth Portfolio — Class I-2 Shares

Federated Hermes Insurance Series (formerly, FederatedInsurance Series):Federated Hermes High Income Bond Fund II — Primary

Shares (formerly, Federated High Income Bond Fund II —Primary Shares)

Federated Hermes Managed Volatility Fund II — PrimaryShares (formerly, Federated Managed Volatility Fund II —Primary Shares)

Fidelity® Variable Insurance Products Fund:VIP Asset ManagerSM Portfolio — Initial ClassVIP Contrafund® Portfolio — Initial ClassVIP Equity-Income Portfolio — Initial ClassVIP Growth Portfolio — Initial ClassVIP Growth & Income Portfolio — Initial ClassVIP Growth Opportunities Portfolio — Initial ClassVIP Mid Cap Portfolio — Service Class 2VIP Overseas Portfolio — Initial Class

Franklin Templeton Variable Insurance Products Trust:Templeton Foreign VIP Fund — Class 1 SharesTempleton Global Bond VIP Fund — Class 1 Shares

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Goldman Sachs Variable Insurance Trust:Goldman Sachs Large Cap Value Fund — Institutional SharesGoldman Sachs Mid Cap Value Fund — Institutional SharesGoldman Sachs Government Money Market Fund — Service

Shares

Janus Aspen Series:Janus Henderson Balanced Portfolio — Institutional SharesJanus Henderson Enterprise Portfolio — Institutional SharesJanus Henderson Flexible Bond Portfolio — Institutional

SharesJanus Henderson Forty Portfolio — Institutional SharesJanus Henderson Global Research Portfolio — Institutional

SharesJanus Henderson Global Technology and Innovation

Portfolio — Service Shares (formerly, Janus HendersonGlobal Technology Portfolio — Service Shares)

Janus Henderson Overseas Portfolio — Institutional SharesJanus Henderson Research Portfolio — Institutional Shares

Legg Mason Partners Variable Equity Trust:ClearBridge Variable Dividend Strategy Portfolio — Class IClearBridge Variable Large Cap Value Portfolio — Class I

PIMCO Variable Insurance Trust:Total Return Portfolio — Administrative Class Shares

State Street Variable Insurance Series Funds, Inc.:Income V.I.S. Fund — Class 1 SharesPremier Growth Equity V.I.S. Fund — Class 1 SharesReal Estate Securities V.I.S. Fund — Class 1 SharesS&P 500® Index V.I.S. Fund — Class 1 SharesSmall-Cap Equity V.I.S. Fund — Class 1 SharesTotal Return V.I.S. Fund — Class 1 SharesU.S. Equity V.I.S. Fund — Class 1 Shares

Effective the close of business December 31, 2010, we will nolonger accept allocations of purchase payments or ContractValue to the Subaccounts investing in the followingPortfolios:

AB Variable Products Series Fund, Inc.:AB Growth and Income Portfolio — Class B

MFS® Variable Insurance Trust:MFS® New Discovery Series — Service Class Shares

Not all of these Portfolios may be available in all states or in allmarkets.

Beginning on January 1, 2021, we will no longer send youpaper copies of shareholder reports for the Portfolios of theFunds offered under the contract (“Reports”) unless youspecifically request paper copies from us. Instead, the Reportswill be made available on a website. We will notify you by mail

each time a Report is posted. The notice will provide websitelinks to access the Reports as well as instructions for requestingpaper copies. If you wish to continue to receive Reports in paperfree of charge from us, please call (800) 352-9910. Yourelection to receive Reports in paper will apply to all underlyingFunds and Portfolios available under your contract.

If you have already elected to receive Reports electronically,you will not be affected by this change and you need not takeany action. If you wish to receive the Reports and otherdisclosure documents from us electronically, please contact usat (800) 352-9910 or visit genworth.com to register.

The Securities and Exchange Commission (“SEC”) has notapproved or disapproved these securities or determined ifthis prospectus is truthful or complete. Any representationto the contrary is a criminal offense.

Your contract:

‰ Is NOT a bank deposit

‰ Is NOT FDIC insured

‰ Is NOT insured or endorsed by a bank or any federalgovernment agency

‰ Is NOT available in every state

‰ MAY go down in value.

Except for amounts in the Guarantee Account, both the value ofthe contract before the Maturity Date and the amount ofmonthly income afterwards will depend upon the investmentperformance of the Portfolio(s) you select. You bear theinvestment risk of investing in the Portfolios.

A Statement of Additional Information, dated May 1, 2020,which contains additional information about the contract hasbeen filed with the SEC and is incorporated by reference intothis prospectus. A table of contents for the Statement ofAdditional Information appears on the last page of thisprospectus. If you would like a free copy, call us at:

(800) 352-9910

or write us at:

6610 West Broad StreetRichmond, Virginia 23230

The Statement of Additional Information and other materialincorporated by reference can be found on the SEC’s website at:

www.sec.gov

This prospectus does not constitute an offering in anyjurisdiction in which such offering may not lawfully be made.

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Table of Contents

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Fee Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Examples . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Condensed Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Financial Condition of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11The Portfolios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Subaccounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

The Guarantee Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Charges and Other Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Transaction Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Exceptions to the Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Deductions from the Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Charges for the Death Benefit Rider Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

The Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Valuation Day and Valuation Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Allocation of Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Valuation of Accumulation Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Transfers Before the Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Transfers from the Guarantee Account to the Subaccounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Transfers from the Subaccounts to the Guarantee Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Transfers Among the Subaccounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Telephone/Internet Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Confirmation of Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Special Note on Reliability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Transfers by Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Special Note on Frequent Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Dollar Cost Averaging Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Portfolio Rebalancing Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Surrenders and Partial Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Surrenders and Partial Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Restrictions on Distributions from Certain Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Systematic Withdrawal Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

3

The Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Death Benefit at Death of Annuitant Before the Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Basic Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Optional Guaranteed Minimum Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Optional Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Optional Enhanced Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32When We Calculate the Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Death of an Owner or Joint Owner Before the Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Death of Owner, Joint Owner, or Annuitant On or After the Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Income Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35Optional Payment Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Variable Income Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Transfers After the Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38Taxation of Non-Qualified Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38Section 1035 Exchanges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Qualified Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44State Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45Tax Status of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45Federal Estate, Gift and Generation-Skipping Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45Definition of Spouse Under Federal Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45Annuity Purchases by Residents of Puerto Rico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45Annuity Purchases by Nonresident Aliens and Foreign Corporations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45Foreign Tax Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45Changes in the Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Requesting Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Distribution of the Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Owner Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Return Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47State Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Evidence of Death, Age, Gender, Marital Status or Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Records and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Unclaimed Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Natural and Man-Made Disasters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

Appendix A — Contract Form P1143 4/94 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Appendix B — The Death Benefit (Examples for Policy Form P1150) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

Appendix C — Condensed Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

Table of Contents for Statement of Additional Information

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DEFINITIONS

The following terms are used throughout the prospectus:

Accumulation Unit — An accounting unit of measure we useto calculate the value in the Separate Account before incomepayments begin.

Annuitant — The person named in the contract upon whoseage and, where appropriate, gender, we use to determinemonthly income benefits. The Annuitant cannot be older thanage 85 at the time the contract is issued, unless we approve adifferent age.

Annuity Unit — An accounting unit of measure we use tocalculate of the amount of the second and each subsequentvariable income payment.

Code — The Internal Revenue Code of 1986, as amended.

Contract Date — The date we issue your contract and yourcontract becomes effective. Your Contract Date is shown onyour contract. We use the Contract Date to determine contractyears and anniversaries.

Contract Value — The total value of all your AccumulationUnits in the Subaccounts and any amount you hold in theGuarantee Account.

Fund — Any open-end management investment company orany unit investment trust in which a Subaccount invests.

General Account — Assets of the Company other than thoseallocated to the Separate Account or any other segregated assetaccount of the Company.

Guarantee Account — Part of our General Account thatprovides a guaranteed interest rate for a specified interest rateguarantee period. The Guarantee Account is not part of anddoes not depend on the investment performance of the SeparateAccount.

Home Office — Our office located at 6610 West Broad Street,Richmond, Virginia 23230.

Maturity Date — The date on which income payments willcommence, if the Annuitant is living on that date. The MaturityDate is stated in your contract, unless changed by you in writingin a form acceptable to us.

Portfolio — A division of a Fund, the assets of which areseparate from other Portfolios that may be available in the Fund.Each Portfolio has its own investment objective. Not allPortfolios may be available in all states or in all markets.

Separate Account — Genworth Life & Annuity VA SeparateAccount 1, a separate investment account we established toreceive Subaccount allocations. The Separate Account isdivided into Subaccounts, each of which invests in shares of aseparate Portfolio.

Subaccount — A division of the Separate Account whichinvests exclusively in shares of a designated Portfolio. ASubaccount may be referred to as an Investment Subdivision inyour contract and/or marketing materials.

Surrender Value — The value of your contract as of the datewe receive your written request to surrender at our HomeOffice, less any applicable premium tax, contract charge, anyoptional death benefit charge and any surrender charge.

Valuation Day — Each day on which the New York StockExchange is open for regular trading, except for days that theSubaccount’s corresponding Portfolio does not value its shares.

Valuation Period — The period that starts at the close ofregular trading on the New York Stock Exchange on anyValuation Day and ends at the close of regular trading on thenext succeeding Valuation Day.

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FEE TABLES

The following tables describe fees and expenses that you will pay when buying, owning or partially surrendering assets or fullysurrendering the contract. The first table describes the fees and expenses that you will pay when you buy the contract, take a partialsurrender, fully surrender your contract, or transfer assets among the investment options. State premium taxes may also be deducted.

Contract Owner Transaction Expenses

Surrender Charge (as a percentage of premium payments partially or totally surrendered)1 Number of Full andPartially Completed YearsSince We Received thePremium Payment

Surrender Charge asa Percentage of thePremium PaymentPartially or Totally orSurrendered

1 6%2 6%3 6%4 6%5 4%6 2%

7 or more 0%

Transfer Charge $10.002

1 A surrender charge is not assessed on any amounts representing gain. In addition, you may partially surrender the greater of 10% of your total premiumpayments or any amount surrendered to meet minimum distribution requirements under the Code each contract year without incurring a surrender charge;the free withdrawal amount is not cumulative from contract year to contract year. The surrender charge will be taken from the amount surrendered unlessotherwise requested.

2 We currently do not assess a transfer charge. However, we reserve the right to assess a transfer charge for each transfer after the first transfer in a calendarmonth.

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The next table describes the fees and expenses that you will pay periodically during the time you own the contract, not includingPortfolio fees and expenses.

Periodic Charges Other Than Portfolio Expenses

Annual Contract Charge $25.001

Separate Account Annual Expenses(as a percentage of your average daily net assets in the Separate Account)

Mortality and Expense Risk Charge 1.25%

Administrative Expense Charge 0.15%

Optional Benefits2

Optional Guaranteed Minimum Death Benefit 0.35%3

Optional Death Benefit 0.25%4

Optional Enhanced Death Benefit 0.35%5

Maximum Total Separate Account Annual Expenses 2.35%6

1 This charge is taken on each contract anniversary and at the time the contract is surrendered. We will not assess this charge if your Contract Value is morethan $75,000 at the time the charge is assessed.

2 All charges for the optional benefits are taken in arrears on each contract anniversary and at the time the contract is surrendered.

3 This charge is a percentage of the prior contract year’s average benefit amount. We currently charge 0.25% of the prior contract year’s average benefitamount. This may be referred to as the “Six Percent EstateProtectorSM” in our marketing materials.

4 This charge is a percentage of the Contract Value at the time the charge is taken. We currently charge 0.10% of your Contract Value at the time of thededuction. This may be referred to as the “Annual EstateProtectorSM” in our marketing materials.

5 This charge is a percentage of your prior contract year’s average Contract Value. We currently charge 0.20% of the prior contract year’s average ContractValue. This may be referred to as the “EarningsProtector” in our marketing materials.

6 The Maximum Total Separate Account expenses assume that the owner elects all the Optional Benefits. If only one Optional Benefit is elected, or if noOptional Benefit is elected, the Total Separate Account annual expenses would be lower.

For information concerning compensation paid for the sale of the contract, see the “Distribution of the Contracts” provision of theprospectus.

The next item shows the minimum and maximum total annual operating expenses charged by the Portfolios for the year endedDecember 31, 2019. These are expenses that are deducted from Portfolio assets, which may include management fees, distributionand/or service (Rule 12b-1) fees, and other expenses. Portfolio expenses are the responsibility of the Portfolio or Fund. They are notfixed or specified under the terms of the contract and are not the responsibility of the Company. More detail concerning eachPortfolio’s fees and expenses appears in the prospectus for each Portfolio.

Annual Portfolio Expenses1 Minimum Maximum

Total Annual Portfolio Operating Expenses (before fee waivers or reimbursements) 0.34% 1.24%

1 The Portfolio expenses used to prepare this table were provided to the Company by the Funds. The Company has not independently verified suchinformation. The expenses shown are those incurred for the year ended December 31, 2019, or restated to reflect Portfolio expenses estimated for the currentfiscal year, subject to possible adjustment for material changes. Current or future expenses may be greater or less than those shown. The range of expensesabove does not show the effect of any fee waiver or expense reimbursement arrangements. The advisers and/or other service providers of certain Portfolioshave agreed to waive their fees and/or reimburse the Portfolios’ expenses in order to keep the Portfolios’ expenses below specified limits. In some cases,these expense limitations are contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. The minimum andmaximum Total Annual Portfolio Operating Expenses for all the Portfolios after all fee waivers and expense reimbursements are 0.34% and 1.24%,respectively. Please see the prospectus for each Portfolio for information regarding the expenses for each Portfolio, including fee reduction and/or expensereimbursement arrangements, if applicable.

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Examples

These Examples are intended to help you compare the costs ofinvesting in the contract with the cost of investing in othervariable annuity contracts. These costs include contract ownertransaction expenses, contract and optional rider charges,Separate Account annual expenses and Portfolio fees andexpenses.

The Examples show the dollar amount of expenses you wouldbear directly or indirectly if you:

‰ invested $10,000 in the contract for the time periodsindicated;

‰ earned a 5% annual return on your investment;

‰ elected the Optional Death Benefit rider, the OptionalEnhanced Death Benefit rider and the OptionalGuaranteed Minimum Death Benefit rider; and

‰ surrendered your contract at the end of the stated period.

Each Example assumes that the maximum fees and expenses ofany of the Portfolios are charged. Your actual expenses may behigher or lower than those shown below. The Example does notinclude any taxes or tax penalties that may be assessed uponsurrender of the contract.

Costs Based on Maximum Annual Portfolio Expenses

1 Year 3 Years 5 Years 10 Years

$937 $1,744 $2,378 $4,104

The next Example uses the same assumptions as the priorExample, except that it assumes you decide to annuitize yourcontract at the end of the stated time period.



$267 $1,058 $1,866 $3,968

The next Example uses the same assumptions as the priorExample, except that it assumes you do not surrender yourcontract.



$390 $1,183 $1,994 $4,104

Please remember that you are looking at Examples and not arepresentation of past or future expenses. Your rate of returnmay be higher or lower than 5%, which is not guaranteed. TheExamples do not assume that any Portfolio expense waivers orfee reimbursement arrangements are in effect for the periodspresented. The above Examples assume:

‰ Separate Account charges of 1.40% (deducted daily atan effective annual rate of the assets in the SeparateAccount);

‰ an annual contract charge of $25 (assumed to beequivalent to 0.25% of the Contract Value); and

‰ a maximum charge of 0.95% for the Optional DeathBenefit, Optional Enhanced Death Benefit and OptionalGuaranteed Minimum Death Benefit riders. If one or acombination of the death benefit rider options are notelected, the expense figures shown above would belower.

SYNOPSIS

What type of contract do I have? The contract is anindividual flexible premium variable deferred annuity contract.We may issue it as a contract qualified (“Qualified Contract”)under the Code, or as a contract that is not qualified under theCode (“Non-Qualified Contract”). This contract may be usedwith certain tax qualified retirement plans that offer their owntax deferral benefit. Holders of this contract should have thiscontract for a reason other than tax deferral if purchased as aQualified Contract. This prospectus only provides disclosureabout the contract. Certain features described in this prospectusmay vary from your contract. See “The Contract” provision ofthis prospectus.

How does the contract work? During the accumulationperiod you can use your premium payments to buyAccumulation Units under the Separate Account or interests inthe Guarantee Account. Should you decide to receive incomepayments (annuitize the contract), we will convert yourAccumulation Units to Annuity Units. You can choose fixed orvariable income payments. If you choose variable incomepayments, we will base each periodic income payment upon thenumber of Annuity Units to which you became entitled at thetime you decided to annuitize and on the value of each unit onthe date the payment is determined. See “The Contract”provision of this prospectus.

What is the Separate Account? The Separate Account is asegregated asset account established under Virginia insurancelaw, and registered with the SEC as a unit investment trust. Weallocate the assets of the Separate Account to one or moreSubaccounts in accordance with your instructions. We do notcharge the assets in the Separate Account with liabilities arisingout of any other business we may conduct. Amounts youallocate to the Separate Account will reflect the investmentperformance of the Portfolios you select. You bear the risk ofinvestment gain or loss with respect to amounts allocated to theSeparate Account. See “The Separate Account” provision ofthis prospectus.

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What are my variable investment choices? Through itsSubaccounts, the Separate Account uses your premiumpayments to purchase shares, in accordance with yourinstructions, in one or more Portfolios. In turn, each Portfolioholds securities consistent with its own particular investmentobjective. See “The Separate Account” provision of thisprospectus.

What is the Guarantee Account? We offer fixed investmentchoices through our Guarantee Account. The GuaranteeAccount is part of our General Account and pays interest atdeclared rates we guarantee for selected periods of time. Wealso guarantee the principal, after any deductions of applicablecontract charges. Since the Guarantee Account is part of theGeneral Account, we assume the risk of investment gain or losson amounts allocated to it.

The Guarantee Account is not part of and does not depend onthe investment performance of the Separate Account. You maytransfer assets between the Guarantee Account and the SeparateAccount subject to certain restrictions. The Guarantee Accountmay not be available in all states or all markets. See the“Transfers” and “The Guarantee Account” provisions of thisprospectus.

What charges are associated with this contract? Shouldyou take a partial surrender or totally surrender your contractbefore your premium payments have been in your contract forseven years, we will assess a surrender charge ranging from 0%to 6%, depending upon how many full years those paymentshave been in the contract. We do not assess a surrender chargeon any amounts surrendered that represent gain. You may alsopartially surrender up to the greater of 10% of premiumpayments or any amount surrendered to meet minimumdistribution requirements under the Code each contract yearwithout being assessed a surrender charge. We will deductamounts surrendered first from any gain in the contract and thenfrom premiums paid. We may also waive the surrender chargein certain circumstances. See the “Surrender Charge” provisionof this prospectus.

We assess annual charges in the aggregate at an effective annualrate of 1.40% against the daily net asset value of the SeparateAccount. These charges consist of an administrative expensecharge of 0.15% and a mortality and expense risk charge of1.25%. There is also a $25 annual contract charge which wewaive if the Contract Value is more than $75,000 at the time thecharge is assessed. We also charge for the optional riders. For acomplete discussion of all charges associated with the contract,see the “Charges and Other Deductions” provision of thisprospectus.

If your state assesses a premium tax with respect to yourcontract, then at the time we incur the tax (or at such other time

as we may choose), we will deduct those amounts frompremium payments or Contract Value, as applicable. See the“Charges and Other Deductions” and the “Deductions forPremium Taxes” provisions of this prospectus.

There are also expenses associated with the Portfolios. Theseinclude management fees and other expenses associated withthe daily operation of each Portfolio as well as Rule 12b-1 fees,or service share fees, as applicable. See the “Fee Tables”provision of this prospectus. A Portfolio may also impose aredemption charge on Subaccount assets that are redeemedfrom the Portfolio in connection with a transfer. Portfolioexpenses, including any redemption charges, are more fullydescribed in the prospectus for each Portfolio.

We pay compensation to broker-dealers who sell the contracts.For a discussion of this compensation, see the “Distribution ofthe Contracts” provision of this prospectus.

We offer other variable annuity contracts through the SeparateAccount that invest in the same Portfolios (or many of thesame) of the Funds offered under the contract. These othercontracts have different charges and may offer different benefitsmore suitable to your needs. To obtain more information aboutthese contracts, including a prospectus, contact your registeredrepresentative or call (800) 352-9910.

How much must I pay and how often? Subject to certainminimum and maximum payments, the amount and frequencyof your premium payments are flexible. See “The Contract —Premium Payments” provision of this prospectus.

How will my income payments be calculated? We will payyou a monthly income beginning on the Maturity Date if theAnnuitant is still living. You may also decide to take incomepayments under one of the Optional Payment Plans. We willbase your initial payment on the Contract Value and otherfactors. See the “Income Payments” provision of thisprospectus.

What happens if I die before the Maturity Date? Beforethe Maturity Date, if an owner, joint owner, or if the Annuitantdies while the contract is in force, we will treat the designatedbeneficiary as the sole owner of the contract, subject to certaindistribution rules. We may pay a death benefit to the designatedbeneficiary(ies). See “The Death Benefit” provision of thisprospectus for more information.

May I transfer assets among Subaccounts and to and fromthe Guarantee Account? Yes, however, there are limitationsimposed by your contract on both the number of transfers thatmay be made per calendar year, as well as limitations onallocations. The minimum transfer amount is currently $100 orthe entire balance in the Subaccount if the transfer will leave a

9

balance of less than $100. See the “Transfers,” “IncomePayments — Transfers After the Maturity Date” and“Guarantee Account” provisions of this prospectus.

May I surrender the contract or take partialsurrenders? Yes, subject to contract requirements andrestrictions imposed under certain retirement plans.

If you surrender the contract or take a partial surrender, we mayassess a surrender charge as discussed above. In addition, youmay be subject to income tax and, if you are younger than age591⁄2 at the time of the surrender or partial surrender, a 10%IRS penalty tax. A total surrender or a partial surrender mayalso be subject to tax withholding. See the “Tax Matters”provision of this prospectus. A partial surrender will reduce thedeath benefit by the proportion that the partial surrender(including any applicable surrender charge and premium tax)reduces your Contract Value. See “The Death Benefit”provision of this prospectus for more information.

What are the federal tax implications of my investment inthe contract? Generally, all investment earnings under thecontract are tax-deferred until withdrawn or until incomepayments begin. A distribution from the contract, whichincludes a full or partial surrender or payment of a death benefit,will generally result in taxable income if there has been anincrease in the Contract Value. In certain circumstances, a 10%IRS penalty tax may also apply. All amounts includable inincome with respect to the contract are taxed as ordinaryincome; no amounts are taxed at the special lower ratesapplicable to long term capital gains and corporate dividends.See the “Tax Matters” provision of this prospectus.

CONDENSED FINANCIAL INFORMATION

The value of an Accumulation Unit is determined on the basisof changes in the per share value of the Portfolios and theassessment of the Separate Account charges. Please refer to theStatement of Additional Information for more information onthe calculation of Accumulation Unit values.

Please see Appendix C for tables of Accumulation Unit values.

THE COMPANY

We are a stock life insurance company operating under a chartergranted by the Commonwealth of Virginia on March 21, 1871.We principally offer life insurance policies and annuitycontracts. We do business in 49 states, the District of Columbiaand Bermuda. Our principal offices are at 6610 West BroadStreet, Richmond, Virginia 23230. We are obligated to pay allamounts promised under the contract.

Capital Brokerage Corporation serves as principal underwriterfor the contracts and is a broker/dealer registered with the SEC.Genworth North America Corporation (formerly, GNACorporation) directly owns the stock of Capital BrokerageCorporation and the Company. Genworth North AmericaCorporation is indirectly owned by Genworth Financial, Inc., apublic company.

FINANCIAL CONDITION OF THE COMPANY

Many financial services companies, including insurancecompanies, continue to face challenges in the persistent lowinterest rate environment of the past decade, and we are notimmune to those challenges. We know it is important for you tounderstand how this market environment may impact yourContract Value and our ability to meet the guarantees underyour contract.

Assets in the Separate Account. You assume all of theinvestment risk for Contract Value allocated to the Subaccounts.Your Contract Value in the Subaccounts is part of the assets ofthe Separate Account. These assets may not be charged withliabilities arising from any other business that we may conduct.The assets of the Separate Account will, however, be available tocover the liabilities of our General Account to the extent that theSeparate Account assets exceed the Separate Account liabilitiesarising under the contracts supported by it. This means that, withvery limited exceptions, all assets in the Separate Accountattributable to your Contract Value and that of all other contractowners would receive a priority of payment status over otherclaims in the event of an insolvency or receivership. See “TheSeparate Account” provision of this prospectus.

Assets in the General Account. You also may be permitted tomake allocations to the Guarantee Account, which is part of ourGeneral Account. In addition, any guarantees under the contractthat exceed your Contract Value, such as those associated withthe living benefit rider options or the death benefit rider options,are paid from our General Account (not the Separate Account).Therefore, any amounts that we may pay under the contract inexcess of your value in the Separate Account are subject to ourfinancial strength and claims-paying ability and our long-termability to make such payments. We issue (or have issued) othertypes of insurance policies and financial products as well, andwe also pay our obligations under these products from ourassets in the General Account. In the event of an insolvency orreceivership, payments we make from our General Account tosatisfy claims under the contract would generally receive thesame priority as our other policy holder obligations. This meansthat in the event of an insolvency or receivership, you mayreceive only a portion, or none, of the payments you are dueunder the contract. See “The Guarantee Account” provision ofthis prospectus.

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Our Financial Condition. As an insurance company, we arerequired by state insurance regulation to hold a specifiedamount of reserves in order to meet all the contractualobligations of our General Account to our contract owners. Inorder to meet our claims-paying obligations, we regularlymonitor our reserves to ensure we hold sufficient amounts tocover actual or expected contract and claims payments. Inaddition, we actively hedge our investments in our GeneralAccount, while also requiring contract owners to allocatepremium payments in an Investment Strategy if a living benefitrider option has been elected. However, it is important to notethat there is no guarantee that we will always be able to meetour claims paying obligations, and that there are risks topurchasing any insurance product.

State insurance regulators also require insurance companies tomaintain a minimum amount of capital, which acts as a cushionin the event that the insurer suffers a financial impairment,based on the inherent risks in the insurer’s operations. Theserisks include those associated with losses that we may incur asthe result of defaults on the payment of interest or principal onour General Account assets, which include, but are not limitedto, bonds, mortgages, general real estate investments, andstocks, as well as the loss in value of these investments resultingfrom a loss in their market value.

The market effects on our investment portfolio have caused usto re-evaluate product offerings. We continue to evaluate ourinvestment portfolio to mitigate market risk and activelymanage the investments in the portfolio.

The Company is exposed to potential risks associated with therecent outbreak of the coronavirus pandemic. The coronaviruspandemic has disrupted the global economy and financialmarkets, business operations, and consumer behavior andconfidence. As a result, the Company could experiencesignificant declines in asset valuations and potential materialasset impairments, as well as unexpected changes in persistencyrates, as policyholders and contract owners who are affected bythe pandemic may not be able to meet their contractualobligations, such as premium payments on their insurancepolicies. The pandemic has decreased historic low interest rateseven further and could also significantly increase theCompany’s mortality and morbidity experience above theassumptions it used in pricing its insurance and investmentproducts, all of which could result in higher reserve charges andan adverse impact to the Company’s financial results. Thecoronavirus pandemic could also disrupt medical and financialservices and has resulted in Genworth Financial, Inc. practicingsocial distancing with its employees through office closures, allof which could disrupt the Company’s normal businessoperations. While the impact of the developing coronaviruspandemic is very difficult to predict, the related outcomes and

impact on the Company will depend on the length of thepandemic and shape of the economic recovery. The Company iscontinuing to monitor pandemic developments and the potentialfinancial impacts on its business. However, given the specificrisks to its business, it is possible the pandemic will have amaterial adverse impact on the Company, including a materialadverse effect on its financial condition and results ofoperations.

How to Obtain More Information. We encourage bothexisting and prospective contract owners to read and understandour financial statements. We prepare our financial statements ona statutory basis. Our audited financial statements, as well as thefinancial statements of the Separate Account, are located in theStatement of Additional Information. If you would like a freecopy of the Statement of Additional Information, call(800) 352-9910 or write to our Home Office at the addresslisted on page 1 of this prospectus. In addition, the Statement ofAdditional Information is available on our website atwww.genworth.com or the SEC’s website at www.sec.gov. Youmay obtain our audited statutory financial statements and anyunaudited statutory financial statements that may be availableby visiting our website at www.genworth.com.

You also will find on our website information on ratingsassigned to us by one or more independent rating organizations.These ratings are opinions of an operating insurance company’sfinancial capacity to meet the obligations of its insurance andannuity contracts based on its financial strength and/or claims-paying ability.

THE SEPARATE ACCOUNT

We established the Separate Account as a separate investmentaccount on August 19, 1987. The Separate Account may investin mutual funds, unit investment trusts, managed separateaccounts, and other portfolios. We use the Separate Account tosupport the contract as well as for other purposes permittedby law.

Currently, there are multiple Subaccounts of the SeparateAccount available under the contract. Each Subaccount investsexclusively in shares representing an interest in a separatecorresponding Portfolio of the Funds.

The assets of the Separate Account belong to us. Nonetheless,we do not charge the assets in the Separate Account attributableto the contracts with liabilities arising out of any other businesswhich we may conduct. The assets of the Separate Accountwill, however, be available to cover the liabilities of our GeneralAccount to the extent that the assets of the Separate Accountexceed its liabilities arising under the contracts supported by it.Income and both realized and unrealized gains or losses from

11

the assets of the Separate Account are credited to or chargedagainst the Separate Account without regard to the income,gains, or losses arising out of any other business we mayconduct. Guarantees made under the contract are based on theclaims paying ability of the Company to the extent that theamount of the guarantee exceeds the assets available in theSeparate Account.

We registered the Separate Account with the SEC as a unitinvestment trust under the Investment Company Act of 1940(“1940 Act”). The Separate Account meets the definition of aseparate account under the federal securities laws. Registrationwith the SEC does not involve supervision of the managementor investment practices or contracts of the Separate Account bythe SEC. You assume the full investment risk for all amountsyou allocate to the Separate Account.

If permitted by law, we may deregister the Separate Accountunder the 1940 Act in the event registration is no longerrequired; manage the Separate Account under the direction of acommittee; or combine the Separate Account with one of ourother separate accounts. Further, to the extent permitted byapplicable law, we may transfer the assets of the SeparateAccount to another separate account.

The Portfolios

There is a separate Subaccount which corresponds to eachPortfolio of a Fund offered in this contract. You decide theSubaccounts to which you allocate premium payments. Youcurrently may change your future premium allocation withoutpenalty or charges. There are, however, limitations on thenumber of transfers that may be made each Policy year. See the“Transfers” provision for additional information.

Each Fund is registered with the SEC as an open-endmanagement investment company under the 1940 Act. Theassets of each Portfolio are separate from other portfolios of aFund and each Portfolio has separate investment objectives andpolicies. As a result, each Portfolio operates as a separatePortfolio and the investment performance of one Portfolio hasno effect on the investment performance of any other Portfolio.

Certain Portfolios may invest substantially all of their assets inportfolios of other funds. As a result, you will pay fees andexpenses at both portfolio levels. This will reduce yourinvestment return. These arrangements are referred to as “fundsof funds” or “master-feeder funds.” Funds of funds or master-feeder structures may have higher expenses than Portfolios thatinvest directly in debt or equity securities.

Certain Portfolios may employ hedging strategies to provide fordownside protection during sharp downward movements inequity markets. The cost of these hedging strategies could limitthe upside participation of the Portfolio in rising equity marketsrelative to other Portfolios. You should consult with yourregistered representative to determine which combination ofinvestment choices is appropriate for you.

Before choosing a Subaccount to which you will allocateyour net premium payments and Contract Value, carefullyread the prospectus for each Portfolio, along with thisprospectus. You may obtain the most recent prospectus foreach Portfolio by calling us at (800) 352-9910, or writing usat 6610 West Broad Street, Richmond, Virginia 23230. Youmay also obtain copies of the prospectus for each Portfolio onour website at www.genworth.com, hover over “CustomerService” and then click on “Prospectuses.” We summarize theinvestment objectives of each Portfolio below. There is noassurance that any Portfolio will meet its objective. We do notguarantee minimum value for the amounts you allocate to theSeparate Account. You bear the investment risk of investing inthe Subaccounts.

The investment objectives and policies of certain Portfolios aresimilar to the investment objectives and policies of otherportfolios that may be managed by the same investment adviseror manager. The investment results of the Portfolios, however,may be higher or lower than the results of such other portfolios.There can be no assurance, and no representation is made, thatthe investment results of any of the Portfolios will becomparable to the investment results of any other portfolio,even if the other portfolio has the same investment adviser ormanager, or if the other portfolio has a similar name.

12

Subaccounts

You may allocate premium payments and Contract Value to Subaccounts that invest in the Portfolios listed below in addition to theGuarantee Account at any one time.

Portfolio Investment ObjectiveAdviser (and Sub-Adviser(s),

as applicable)

AIM VARIABLE INSURANCEFUNDS (INVESCO VARIABLEINSURANCE FUNDS)(FORMERLY, OPPENHEIMERVARIABLE ACCOUNT FUNDS)

Invesco Oppenheimer V.I. CapitalAppreciation Fund —Series I Shares (formerly,Oppenheimer CapitalAppreciation Fund/VA —Non-Service Shares)

The Fund seeks capital appreciation. Invesco Advisers, Inc.

Invesco Oppenheimer V.I.Conservative Balanced Fund —Series I Shares (formerly,Oppenheimer ConservativeBalanced Fund/VA — Non-ServiceShares)

The Fund seeks total return. Invesco Advisers, Inc.

Invesco Oppenheimer V.I.Discovery Mid Cap GrowthFund — Series II Shares(formerly, Oppenheimer DiscoveryMid Cap Growth Fund/VA —Service Shares)

The Fund seeks capital appreciation. Invesco Advisers, Inc.

Invesco Oppenheimer V.I. GlobalStrategic Income Fund —Series I Shares (formerly,Oppenheimer Global StrategicIncome Fund/VA — Non-ServiceShares)


Invesco Oppenheimer V.I. TotalReturn Bond Fund —Series I Shares (formerly,Oppenheimer Total Return BondFund/VA — Non-Service Shares)


THE ALGER PORTFOLIOS Alger Large Cap GrowthPortfolio — Class I-2 Shares

Seeks long-term capital appreciation. Fred Alger Management, Inc.

Alger Small Cap GrowthPortfolio — Class I-2 Shares

Seeks long-term capital appreciation. Fred Alger Management, Inc.

FEDERATED HERMESINSURANCE SERIES(FORMERLY, FEDERATEDINSURANCE SERIES)

Federated Hermes High IncomeBond Fund II — Primary Shares(formerly, Federated High IncomeBond Fund II — Primary Shares)

Seeks high current income. Federated Investment ManagementCompany

Federated Hermes ManagedVolatility Fund II — PrimaryShares (formerly, FederatedManaged Volatility Fund II —Primary Shares)

Achieve high current income andmoderate capital appreciation.

Federated Global InvestmentManagement Corp. (“Fed Global”),Federated Investment ManagementCompany (“FIMCO”) and FederatedEquity Management Company ofPennsylvania (“FEMCOPA”)(collectively, the “Co-Advisers”)

FIDELITY® VARIABLEINSURANCE PRODUCTS FUND

VIP Asset ManagerSM Portfolio —Initial Class

Seeks to obtain high total return withreduced risk over the long term byallocating its assets among stocks,bonds, and short-term instruments.

Fidelity Management & ResearchCompany (FMR) (subadvised byFidelity Investments MoneyManagement, Inc. (FIMM), FMRCo., Inc. (FMRC), Fidelity Research& Analysis Company (FRAC),Fidelity Management & Research(U.K.) Inc. (FMR U.K.), FidelityInternational Investment Advisors(FIIA), Fidelity InternationalInvestment Advisors (U.K.) Limited(FIIA(U.K.)L), and FidelityInvestments Japan Limited (FIJ))

VIP Contrafund® Portfolio —Initial Class

Seeks long-term capital appreciation. FMR (subadvised by FMRC, FRAC,FMR U.K., FIIA, FIIA(U.K.)L, andFIJ)

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as applicable)

VIP Equity-Income Portfolio —Initial Class

Seeks reasonable income. The fundwill also consider the potential forcapital appreciation. The fund’s goal isto achieve a yield which exceeds thecomposite yield on the securitiescomprising the S&P 500® Index.

FMR (subadvised by FMRC, FRAC,FMR U.K., FIIA, FIIA(U.K.)L, andFIJ)

VIP Growth Portfolio — InitialClass

Seeks to achieve capital appreciation. FMR (subadvised by FMRC, FRAC,FMR U.K., FIIA, FIIA(U.K.)L, andFIJ)

VIP Growth & IncomePortfolio — Initial Class

Seeks high total return through acombination of current income andcapital appreciation.

FMR (subadvised by FMRC, FRAC,FMR U.K., FIIA, FIIA(U.K.)L, andFIJ)

VIP Growth OpportunitiesPortfolio — Initial Class

Seeks to provide capital growth. FMR (subadvised by FMRC, FRAC,FMR U.K., FIIA, FIIA(U.K.)L, andFIJ)

VIP Mid Cap Portfolio —Service Class 2

Seeks long-term growth of capital. FMR (subadvised by FMRC, FRAC,FMR U.K., FIIA, FIIA(U.K.)L, andFIJ)

VIP Overseas Portfolio — InitialClass

Seeks long-term growth of capital. FMR (subadvised by FMRC, FMR(U.K.), FRAC, FIIA, FIIA(U.K.)L,and FIJ)

FRANKLIN TEMPLETONVARIABLE INSURANCEPRODUCTS TRUST

Templeton Foreign VIP Fund —Class 1 Shares

Seeks long-term capital growth. Thefund normally invests at least 80% ofits net assets in investments of issuerslocated outside the U.S., includingthose in emerging markets.

Templeton Investment Counsel, LLC

Templeton Global Bond VIPFund — Class 1 Shares

Seeks high current income, consistentwith preservation of capital, withcapital appreciation as a secondaryconsideration. The fund normallyinvests at least 80% of its net assets inbonds, which include debt securities ofany maturity.

Franklin Advisers, Inc.

GOLDMAN SACHSVARIABLE INSURANCETRUST

Goldman Sachs GovernmentMoney Market Fund — ServiceShares1

Maximize current income to the extentconsistent with the preservation ofcapital and the maintenance ofliquidity by investing exclusively inhigh quality money marketinstruments.

Goldman Sachs Asset Management,L.P.

Goldman Sachs Large Cap ValueFund — Institutional Shares

The Fund seeks long-term capitalappreciation.

Goldman Sachs Asset Management,L.P.

Goldman Sachs Mid Cap ValueFund — Institutional Shares

Seeks long-term capital appreciation. Goldman Sachs Asset Management,L.P.

JANUS ASPEN SERIES Janus Henderson BalancedPortfolio — Institutional Shares

Seeks long-term capital growth,consistent with preservation of capitaland balanced by current income.

Janus Capital Management LLC

Janus Henderson EnterprisePortfolio — Institutional Shares

Seeks long-term growth of capital. Janus Capital Management LLC

Janus Henderson Flexible BondPortfolio — Institutional Shares

Seeks to obtain maximum total return,consistent with preservation of capital.


Janus Henderson FortyPortfolio — Institutional Shares

A non-diversified portfolio2 that seekslong-term growth of capital.


1 There can be no assurance that the Goldman Sachs Government Money Market Fund will be able to maintain astable net asset value per share. During extended periods of low interest rates, the yield on the Goldman SachsGovernment Money Market Fund may become extremely low and possibly negative.

2 A non-diversified portfolio is a portfolio that may hold a larger position in a smaller number of securities than adiversified portfolio. This means that a single security’s increase or decrease in value may have a greater impact onthe return and the net asset value of a non-diversified portfolio than a diversified portfolio.

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as applicable)

Janus Henderson Global ResearchPortfolio — Institutional Shares


Janus Henderson GlobalTechnology and InnovationPortfolio — Service Shares(formerly, Janus HendersonGlobal Technology Portfolio —Service Shares)


Janus Henderson OverseasPortfolio — Institutional Shares


Janus Henderson ResearchPortfolio — Institutional Shares


LEGG MASON PARTNERSVARIABLE EQUITY TRUST

ClearBridge Variable DividendStrategy Portfolio — Class I

The fund seeks dividend income,growth of dividend income and long-term capital appreciation.

Legg Mason Partners Fund Advisor,LLC (subadvised by ClearBridgeInvestments, LLC; Western AssetManagement Company manages theportion of the fund’s cash and shortterm investments allocated to it)

ClearBridge Variable Large CapValue Portfolio — Class I

Seeks long-term growth of capital.Current income is a secondaryobjective.

Legg Mason Partners Fund Advisor,LLC (subadvised by ClearBridgeInvestments, LLC; Western AssetManagement Company manages theportion of the fund’s cash and shortterm investments allocated to it)

PIMCO VARIABLEINSURANCE TRUST

Total Return Portfolio —Administrative Class Shares

Seeks maximum total return,consistent with preservation of capitaland prudent investment management.

Pacific Investment ManagementCompany LLC

STATE STREETVARIABLE INSURANCESERIES FUNDS, INC.

Income V.I.S. Fund —Class 1 Shares

Seeks maximum income consistentwith prudent investment managementand the preservation of capital.

SSGA Funds Management, Inc.

Premier Growth Equity V.I.S.Fund — Class 1 Shares

Seeks long-term growth of capital andfuture income rather than currentincome.


Real Estate Securities V.I.S.Fund — Class 1 Shares

Seeks maximum total return throughcurrent income and capitalappreciation.

SSGA Funds Management, Inc.(subadvised by CenterSquareInvestment Management LLC)

S&P 500® Index V.I.S. Fund —Class 1 Shares1

Seeks growth of capital andaccumulation of income thatcorresponds to the investment return ofthe S&P 500® Index.


Small-Cap Equity V.I.S. Fund —Class 1 Shares

Seeks long-term growth of capital. SSGA Funds Management, Inc.(subadvised by ChamplainInvestment Partners, LLC,GlobeFlex Capital, LP, KennedyCapital Management, Inc., PalisadeCapital Management, L.L.C. andSouthernSun Asset Management,LLC)

Total Return V.I.S. Fund —Class 1 Shares

Seeks the highest total return,composed of current income andcapital appreciation, as is consistentwith prudent investment risk.


U.S. Equity V.I.S. Fund —Class 1 Shares

Seeks long-term growth of capital. SSGA Funds Management, Inc.

1 “Standard & Poor’s,” “S&P,” and “S&P 500” are trademarks of The McGraw-Hill Companies, Inc. and have beenlicensed for use by State Street Global Advisors. The S&P 500® Index V.I.S. Fund is not sponsored, endorsed, soldor promoted by Standard & Poor’s, and Standard & Poor’s makes no representation or warranty, express orimplied, regarding the advisability of investing in this portfolio or the contract.

15

Effective the close of business December 31, 2010, we will no longer accept allocations of purchase payments or Contract Value tothe Subaccounts investing in the following Portfolios:


as applicable)

AB VARIABLE PRODUCTS

SERIES FUND, INC.AB Growth and Income Portfolio— Class B

Long-term growth of capital. AllianceBernstein, L.P.

MFS® VARIABLE INSURANCE

TRUST

MFS® New Discovery Series —Service Class Shares

The fund’s investment objective is toseek capital appreciation.

Massachusetts Financial ServicesCompany

Not all of these Portfolios may be available in all states or allmarkets.

We will purchase shares of the Portfolios at net asset value anddirect them to the appropriate Subaccounts. We will redeemsufficient shares of the appropriate Portfolios at net asset valueto pay death benefits, surrender, and partial surrender proceeds;to make income payments; or for other purposes described inthe contract. We automatically reinvest all dividend and capitalgain distributions of the Portfolios in shares of the distributingPortfolios at their net asset value on the date of distribution. Inother words, we do not pay Portfolio dividends or Portfoliodistributions out to owners as additional units, but insteadreflect them in unit values.

Shares of the Portfolios are not sold directly to the generalpublic. They are sold to us, and may be sold to other insurancecompanies that issue variable annuity contracts and variable lifeinsurance policies. In addition, they may be sold to retirementplans.

When a Fund sells shares in any of its Portfolios both to variableannuity and to variable life insurance separate accounts, itengages in mixed funding. When a Fund sells shares in any of itsPortfolios to separate accounts of unaffiliated life insurancecompanies, it engages in shared funding.

Each Fund may engage in mixed and shared funding. Therefore,due to differences in redemption rates or tax treatment, or otherconsiderations, the interests of various shareholdersparticipating in a Fund could conflict. A Fund’s Board ofDirectors will monitor for the existence of any materialconflicts, and determine what action, if any, should be taken.See the prospectuses for the Portfolios for additionalinformation.

We reserve the right, subject to applicable law, to make additions,deletions and substitutions for the Portfolios. We may substituteshares of other portfolios for shares already purchased, or to bepurchased in the future, under the contract. This substitutionmight occur if shares of a Portfolio should no longer be available,or if investment in any Portfolio’s shares should becomeinappropriate for the purposes of the contract, in the judgment ofour management. The new Portfolio may have higher fees and

charges than the Portfolio it replaced. No substitution of theshares attributable to your contract may take place without priornotice to you in accordance with the 1940 Act.

We also reserve the right to establish additional Subaccounts,each of which would invest in a separate Portfolio of a Fund, orin shares of another investment company, with a specifiedinvestment objective. We may also eliminate one or moreSubaccounts if, in our sole discretion, marketing, tax, orinvestment conditions warrant. We will not eliminate aSubaccount without prior notice to you and, if required, beforeapproval of the SEC. Not all Subaccounts may be available toall classes of contracts.

There are a number of factors that are considered when decidingwhat Portfolios are made available in your variable annuitycontract. Such factors include:

(1) the investment objective of the Portfolio;

(2) the Portfolio’s performance history;

(3) the Portfolio’s holdings and strategies it uses to tryand meet its objectives; and

(4) the Portfolio’s servicing agreement.

The investment objective is critical because we want to have anarray of Portfolios with diverse objectives so that an investormay diversify his or her investment holdings from aconservative to an aggressive investment portfolio dependingon the advice of his or her investment adviser and riskassessment. When selecting a Portfolio for our products, wealso want to make sure that the Portfolio has a strongperformance history in comparison with its peers and that itsholdings and strategies are consistent with its objectives.Finally, it is important for us to be able to provide you with awide array of the services that facilitate your investmentprogram relating to your allocation in Subaccounts that invest inthe underlying Portfolios.

We have entered into agreements with either the investmentadviser or distributor of each of the Funds and/or, in certain cases,a Portfolio under which the Portfolio, the adviser or distributormay make payments to us and/or to certain of our affiliates. Thesepayments may be made in connection with certain administrative

16

and other services we provide relating to the Portfolios. Suchadministrative services we provide include but are not limited to:accounting transactions for variable owners and then providingone daily purchase and sale order on behalf of each Portfolio;providing copies of Portfolio prospectuses, Statements ofAdditional Information and any supplements thereto; forwardingproxy voting information, gathering the information andproviding vote totals to the Portfolio on behalf of our owners; andproviding customer service on behalf of the Portfolios. Theamount of the payments is based upon a percentage of theaverage annual aggregate net amount we have invested in thePortfolio on behalf of the Separate Account and other separateaccounts funding certain variable insurance contracts that we andour affiliates issue. These percentages differ, and some Portfolios,investment advisers or distributors pay us a greater percentagethan other advisers or distributors based on the level ofadministrative and other services provided.

We will not realize a profit from payments received directlyfrom a Portfolio, but we may realize a profit from paymentsreceived from the adviser and/or the distributor. If we do, wemay use such profit for any corporate purpose, includingpayment of expenses (i) that we and/or our affiliates incur inpromoting, marketing and administering the contracts, and (ii)that we incur, in our role as intermediary, in promoting,marketing and administering the Fund Portfolios.

The amount received from certain Portfolios for the assetsallocated to the Portfolios from the Separate Account during 2019ranged from 0.15% to 0.20% of annualized average daily netassets. The Portfolios that pay a service fee to us are PIMCOVariable Insurance Trust — Total Return Portfolio —Administrative Class Shares and State Street Variable InsuranceSeries Funds, Inc. — Total Return V.I.S. Fund — Class 1 Shares.

As noted above, an investment adviser or sub-adviser of aPortfolio, or its affiliates, may make payments to us and/orcertain of our affiliates. These payments may be derived, inwhole or in part, from the profits the investment adviser or sub-adviser receives on the advisory fee deducted from Portfolioassets. Contract owners, through their indirect investment in thePortfolios, bear the costs of these advisory fees (see theprospectuses for the Portfolios for more information). Theamount received from the adviser and/or the distributor for theassets allocated to the Portfolios from the Separate Accountduring 2019 ranged from 0.076% to 0.35%. Payment of theseamounts is not an additional charge to you by the Funds or byus, but comes from the Fund’s investment adviser or distributor.

In addition to the asset-based payments for administrative andother services described above, the investment adviser or thedistributor of the Fund may also pay us, or our affiliate CapitalBrokerage Corporation, to participate in periodic sales

meetings, for expenses relating to the production of promotionalsales literature and for other expenses or services. The amountpaid to us, or our affiliate Capital Brokerage Corporation, maybe significant. Payments to participate in sales meetings mayprovide a Fund’s investment adviser or distributor with greateraccess to our internal and external wholesalers to providetraining, marketing support and educational presentations.

In consideration of services provided and expenses incurred byCapital Brokerage Corporation in distributing shares of theFunds, Capital Brokerage Corporation also receives Rule 12b-1fees from AB Variable Products Series Fund, Inc., FidelityVariable Insurance Products Fund, Goldman Sachs VariableInsurance Trust Janus Aspen Series, and MFS® VariableInsurance Trust. See the “Fee Tables” provision of thisprospectus and the Fund prospectuses. These payments rangeup to 0.25% of Separate Account assets invested in theparticular Portfolio. Certain Portfolios may accrue Rule 12b-1fees at a higher rate (as disclosed in the prospectus for thePortfolio), but payments to us and/or Capital BrokerageCorporation may be made in a lower amount. Not all of thePortfolios may pay the same amount of Rule 12b-1 fees orshareholder servicing fees. Therefore, the amount of such feespaid to us and/or Capital Brokerage Corporation may be greateror smaller based on the Portfolios you select.

Voting Rights

As required by law, we will vote the shares of the Portfoliosheld in the Separate Account at special shareholder meetingsbased on instructions from you. However, if the law changesand we are permitted to vote in our own right, we may elect todo so.

Whenever a Fund calls a shareholder meeting, owners withvoting interests in a Portfolio will be notified of issues requiringthe shareholders’ vote as soon as possible before theshareholder meeting. Each person having a voting interest in thePortfolio will receive proxy voting materials, reports, othermaterials, and a form with which to give us voting instructions.

We will determine the number of votes which you have theright to cast by applying your percentage interest in aSubaccount to the total number of votes attributable to theSubaccount. In determining the number of votes, we willrecognize fractional shares.

We will vote Portfolio shares for which no instructions arereceived (or instructions are not received timely) in the sameproportion to those that are received. Therefore, because ofproportional voting, a small number of contract owners maycontrol the outcome of a vote. We will apply voting instructionsto abstain on any item to be voted on a pro-rata basis to reducethe number of votes eligible to be cast.

17

THE GUARANTEE ACCOUNT

Amounts in the Guarantee Account are held in, and are part of,our General Account. The General Account consists of ourassets other than those allocated to this and other SeparateAccounts. Subject to statutory authority, we have sole discretionover the investment of assets of the General Account. The assetsof the General Account are chargeable with liabilities arisingout of any business we may conduct.

Due to certain exemptive and exclusionary provisions of thefederal securities laws, we have not registered interests in theGuarantee Account under the Securities Act of 1933 (the “1933Act”), and we have not registered either the Guarantee Accountor our General Account as an investment company under the1940 Act. Accordingly, neither the interests in the GuaranteeAccount nor our General Account are generally subject toregulation under the 1933 Act and the 1940 Act. Disclosuresrelating to the interests in the Guarantee Account and theGeneral Account may, however, be subject to certain generallyapplicable provisions of the federal securities laws relating tothe accuracy of statements made in a registration statement. TheGuarantee Account may not be available in all states or markets.

You may allocate some or all of your premium payments andtransfer some or all of your assets to the Guarantee Account.We credit the portion of the assets allocated to the GuaranteeAccount with interest (as described below). Assets in theGuarantee Account are subject to some, but not all, of thecharges we assess in connection with your contract. See the“Charges and Other Deductions” provision of this prospectus.

Each time you allocate premium payments or transfer assets tothe Guarantee Account, we establish an interest rate guaranteeperiod. For each interest rate guarantee period, we guarantee aninterest rate for a specified period of time. At the end of aninterest rate guarantee period, a new interest rate will becomeeffective, and a new one-year interest rate guarantee period willcommence for the remaining portion of that particularallocation.

We determine the interest rates at our sole discretion. Thedetermination made will be influenced by, but not necessarilycorrespond to, interest rates available on fixed incomeinvestments which we may acquire with the amounts wereceive as premium payments or transfers of assets under thecontracts. You will have no direct or indirect interest in theseinvestments. We also will consider other factors in determininginterest rates for a guarantee period including, but not limited to,regulatory and tax requirements, sales commissions, andadministrative expenses borne by us, general economic trends,and competitive factors. Amounts you allocate to the GuaranteeAccount will not share in the investment performance of our

General Account. We cannot predict or guarantee the levelof interest rates in future guarantee periods. However, theinterest rates for any interest rate guarantee period will beat least the guaranteed interest rate shown in your contract.

We will notify you in writing at least 5 days prior to theexpiration date of any interest rate guarantee period about thethen currently available interest rate guarantee periods and theguaranteed interest rates applicable to such interest rateguarantee periods. A new one year interest rate guarantee periodwill commence automatically unless we receive written noticeprior to the end of the 30-day period following the expiration ofthe interest rate guarantee period (“30-day window”) of yourelection of a different interest rate guarantee period from amongthose being offered by us at that time, or instructions to transferall or a portion of the remaining amount to one or moreSubaccounts subject to certain restrictions. See the “Transfers”provision of this prospectus for more information. During the30-day window, the allocation will accrue interest at the newinterest rate guarantee period’s interest rate.

To the extent permitted by law, we reserve the right, at anytime, to offer interest rate guarantee periods that differ fromthose available when we issued the contract and to credit ahigher rate of interest on premium payments allocated to theGuarantee Account participating in a Dollar Cost Averagingprogram than would otherwise be credited if not participating ina Dollar Cost Averaging program. See the “Dollar-CostAveraging Program” provision. Such a program may not beavailable to all contracts. We also reserve the right, at any time,to stop accepting premium payments or transfers of assets to aparticular interest rate guarantee period. Since the specificinterest rate guarantee periods available may changeperiodically, please contact our Home Office to determine theinterest rate guarantee periods currently being offered.

CHARGES AND OTHER DEDUCTIONS

We will sell the contracts through registered representatives ofbroker-dealers. These registered representatives are alsoappointed and licensed as insurance agents of the Company. Wepay commissions to the broker dealers for selling the contracts.We intend to recover commissions, marketing, administrativeand other expenses and costs of contract benefits, and otherincentives we pay, through fees and charges imposed under thecontracts and other corporate revenue. See the “Distribution ofthe Contracts” provision of this prospectus for moreinformation.

All of the charges described in this section apply to assetsallocated to the Separate Account. Assets in the GuaranteeAccount are subject to all of the charges described in this

18

section except for the mortality and expense risk charge and theadministrative expense charge.

We will deduct the charges described below to cover our costsand expenses, services provided, and risks assumed under thecontracts. We incur certain costs and expenses for thedistribution and administration of the contracts and forproviding the benefits payable thereunder. Our administrativeservices include:

‰ processing applications for and issuing the contracts;

‰ maintaining records;

‰ administering income payments;

‰ furnishing accounting and valuation services (includingthe calculation and monitoring of daily Subaccountvalues);

‰ reconciling and depositing cash receipts;

‰ providing tax forms;

‰ providing contract confirmations and periodicstatements;

‰ providing toll-free inquiry services; and

‰ furnishing telephone and internet transaction services.

The risks we assume include:

‰ the risk that the death benefit will be greater than theSurrender Value;

‰ the risk that the actual life-span of persons receivingincome payments under the contract will exceed theassumptions reflected in our guaranteed rates (theserates are incorporated in the contract and cannot bechanged);

‰ the risk that more owners than expected will qualify forwaivers of the surrender charges; and

‰ the risk that our costs in providing the services willexceed our revenues from contract charges (whichcannot be changed by us).

The amount of a charge may not necessarily correspond to thecosts associated with providing the services or benefitsindicated by the designation of the charge. For example, thesurrender charge we collect may not fully cover all of the salesand distribution expenses we actually incur. We also mayrealize a profit on one or more of the charges. We may use anysuch profits for any corporate purpose, including the payment ofsales expenses.

Transaction Expenses

Surrender Charge

We assess a surrender charge on partial and full surrenders ofpremium payments taken within the first seven years of receipt,unless you meet an available exception as described below. Youpay this charge to compensate us for the losses we experienceon contract distribution costs. If your contract form is P11434/94, your surrender charge provisions may vary from thosediscussed below. Please see “Appendix A” for additionalinformation on contract form P1143 4/94.

We calculate the surrender charge separately for each premiumpayment. For purposes of calculating this charge, we assumethat you surrender premium payments on a first-in, first-outbasis. We deduct the surrender charge proportionately from theSubaccounts. However, if there are insufficient assets in theSeparate Account, we will deduct the charge proportionallyfrom all assets in the Guarantee Account. The surrender chargeis as follows:

Number of Full andPartially Completed

Years Since WeReceived the

Premium Payment

Surrender Chargeas a Percentage of

the Surrendered orPartially Surrendered

Premium Payment

1 6%2 6%3 6%4 6%5 4%6 2%

7 or more 0%

Exceptions to the Surrender Charge

We do not assess the surrender charge:

‰ on amounts of Contract Value representing gain (asdefined below);

‰ on free withdrawal amounts (as defined below);

‰ on surrenders or partial surrenders taken under OptionalPayment Plan 1, Optional Payment Plan 2 (for a periodof 5 or more years), or Optional Payment Plan 5; or

‰ if a waiver of surrender charge provision applies.

You may surrender or partially surrender any gain in yourcontract free of any surrender charge. We calculate gain in thecontract as: (a) plus (b) minus (c) minus (d), but not less thanzero where:

(a) is the Contract Value on the Valuation Day wereceive your partial or total surrender request;

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(b) is the total of any partial surrenders (includingsurrender charges) previously taken;

(c) is the total of premium payments made; and

(d) is the total of any gain previously surrendered.

In addition to any gain, you may partially surrender an amountequal to the greater of 10% of your total premium payments orany amount surrendered to meet minimum distributionrequirements under the Code each contract year without asurrender charge (the “free withdrawal amount”). We willdeduct amounts surrendered first from any gain in the contractand then from premiums paid. The free withdrawal amount isnot cumulative from contract year to contract year.

Further, we will waive the surrender charge if you annuitize thecontract under Optional Payment Plan 1 (Life Income withPeriod Certain), Optional Payment Plan 2 (Income for a FixedPeriod) provided that you select a fixed period of 5 years ormore, or Optional Payment Plan 5 (Joint Life and SurvivorIncome). See the “Optional Payment Plans” provision of thisprospectus.

We also will waive surrender charges arising from a surrenderoccurring before income payments begin if, at the time wereceive the surrender request, we have received due proof thatthe Annuitant has a qualifying terminal illness, or has aqualifying confinement to a state licensed or legally operatedhospital or inpatient nursing facility for a minimum period as setforth in the contract (provided the confinement began, or theillness was diagnosed at least one year after the contract wasissued). If you surrender the contract under the terminal illnesswaiver, please remember that we will pay your Contract Value,which could be less than the death benefit otherwise available.The terms and conditions of the waivers are set forth in yourcontract.

Deductions from the Separate Account

We deduct from the Separate Account an amount, computeddaily, equal to an annual rate of 1.40% of the daily net assets ofthe Separate Account. The charge consists of an administrativeexpense charge at an effective annual rate of 0.15% and amortality and expense risk charge at an effective annual rate of1.25%. These deductions from the Separate Account arereflected in your Contract Value.

Charges for the Death Benefit Rider Options

Charge for Optional Death Benefit Rider

We charge you for expenses related to the Optional DeathBenefit Rider. We deduct this charge against your assets in the

Separate Account and Guarantee Account at each contractanniversary and at surrender to compensate us for the increasedrisks and expenses associated with providing this death benefitrider. We will allocate the charge for the Optional Death BenefitRider among the Subaccounts in the same proportion that yourassets in each Subaccount bear to your total assets in theSeparate Account at the time we take the charge. If your assetsin the Separate Account are not sufficient to cover the charge,we will deduct the charge first from your assets in the SeparateAccount, if any, and then from your assets in the GuaranteeAccount (from the amounts that have been in the GuaranteeAccount for the longest period of time). At surrender, we willcharge you a pro-rata portion of the annual charge. The chargefor the Optional Death Benefit Rider is currently 0.10% of yourContract Value at the time of the deduction. We reserve theright, however, to charge up to 0.25% of your Contract Value atthe time of the deduction.

Charge for the Optional Enhanced Death BenefitRider

We charge you for expenses related to the Optional EnhancedDeath Benefit Rider. We deduct this charge against your assetsin the Separate Account and Guarantee Account at eachcontract anniversary and at surrender to compensate us for theincreased risks and expenses associated with providing thisdeath benefit rider. We will allocate the charge for the OptionalEnhanced Death Benefit Rider among the Subaccounts in thesame proportion that your assets in each Subaccount bear toyour total assets in the Separate Account at the time we take thecharge. If your assets in the Separate Account are not sufficientto cover the charge, we will deduct the charge first from yourassets in the Separate Account, if any, and then from your assetsin the Guarantee Account (from the amounts that have been inthe Guarantee Account for the longest period of time). Atsurrender, we will charge you a pro-rata portion of the annualcharge. The charge for the Optional Enhanced Death BenefitRider is currently 0.20% of your prior year’s Contract Value.We reserve the right, however, to charge up to 0.35% of yourprior year’s Contract Value.

Charge for the Optional Guaranteed MinimumDeath Benefit

We charge you for expenses related to the GuaranteedMinimum Death Benefit Rider. We deduct this charge againstyour assets in the Separate Account and Guarantee Account ateach contract anniversary and at surrender to compensate us forthe increased risks and expenses associated with providing thisdeath benefit rider. We will allocate the charge for theGuaranteed Minimum Death Benefit Rider among theSubaccounts in the same proportion that your assets in each

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Subaccount bear to your total assets in the Separate Account atthe time we take the charge. If your assets in the SeparateAccount are not sufficient to cover the charge, we will deductthe charge first from your assets in the Separate Account, if any,and then from your assets in the Guarantee Account (from theamounts that have been in the Guarantee Account for thelongest period of time). At surrender, we will charge you a pro-rata portion of the annual charge. The charge for the GuaranteedMinimum Death Benefit Rider is currently 0.25% of your priorcontract year’s average benefit amount. We reserve the right,however, to charge up to 0.35% of your prior contract year’saverage benefit amount.

Other Charges

Annual Contract Charge

We will deduct an annual contract charge of $25 from yourContract Value to compensate us for certain administrativeexpenses incurred in connection with the contract. We willdeduct the charge on each contract anniversary and at surrender.We will waive this charge if your Contract Value at the time ofdeduction is more than $75,000.

We will allocate the annual contract charge among theSubaccounts in the same proportion that your assets in eachSubaccount bear to your total assets in the Separate Account atthe time the charge is taken. If there are insufficient assetsallocated to the Separate Account, we will deduct anyremaining portion of the charge from the Guarantee Accountproportionally from all assets in the Guarantee Account.

Deductions for Premium Taxes

We will deduct charges for any premium tax or other tax leviedby any governmental entity from premium payments or yourContract Value when the premium tax is incurred or when wepay proceeds under the contract (proceeds include partial andtotal surrenders, income payments and death benefit payments).

The applicable premium tax rates that states and othergovernmental entities impose on the purchase of an annuity aresubject to change by legislation, by administrative interpretationor by judicial action. These premium taxes generally dependupon the law of your state of residence. The tax generallyranges from 0.0% to 3.5%.

Other Charges and Deductions

Each Portfolio incurs certain fees and expenses. To pay forthese charges, the Portfolio makes deductions from its assets.The deductions are described more fully in each Portfolio’sprospectus.

In addition, we reserve the right to impose a transfer charge ofup to $10 per transfer for each transfer made after the firsttransfer in a calendar month. This charge represents the costswe incur for effecting any such transfer. We will not realize aprofit from imposing this charge.

THE CONTRACT

The contract is an individual flexible premium variable deferredannuity contract. We describe your rights and benefits belowand in the contract. There may be differences in your contract(such as differences in fees, charges and benefits) because ofrequirements of the state where we issued your contract. Wewill include any such differences in your contract.

The discussion about the contract in this prospectus relates tocontracts that use contract form P1150 10/98. If your contractform is P1143 4/94, your death benefit and surrender chargemay vary from the descriptions found in this prospectus. Pleasesee Appendix A for a description of the features in yourcontract.

This contract is no longer available for new sales, althoughadditional premium payments may be made in accordance withthe terms of the contract and as described in the “PremiumPayments” provision.

This contract may be used with certain tax qualified retirementplans. The contract includes attributes such as tax deferral onaccumulated earnings. Qualified retirement plans provide theirown tax deferral benefit; the purchase of this contract does notprovide additional tax deferral benefits beyond those providedin the qualified retirement plan. Accordingly, if this contract ispurchased as a Qualified Contract, you should consider thecontract for its death benefit, income benefits and other non-tax-related benefits. Please consult a tax adviser for informationspecific to your circumstances in order to determine whetherthis 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 toexchange one annuity contract for another in a “tax-freeexchange.” Therefore, you can use the proceeds from anotherannuity contract to make premium payments for this contract.Before making an exchange, you should carefully compare thiscontract to your current contract. You may have to pay asurrender charge under your current contract to exchange it forthis contract, and this contract has its own surrender chargeswhich would apply to you. The fees and charges under thiscontract may be higher (or lower), and the benefits may bedifferent, than those of your current contract. In addition, youmay have to pay federal income and penalty taxes on theexchange if it does not qualify for Section 1035 treatment. You

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should not exchange another contract for this contract unlessyou determine, after evaluating all of the facts, that theexchange is in your best interest. Please note that the personwho sells you this contract generally will earn a commission.

Ownership

As owner, you have all rights under the contract, subject to therights of any irrevocable beneficiary. Two persons may applyfor a contract as joint owners. Joint owners have equalundivided interests in their contract. That means that each mayexercise any ownership rights on behalf of the other, exceptownership changes. Joint owners also have the right ofsurvivorship. This means if a joint owner dies, his or her interestin the contract passes to the surviving owner. You must haveour approval to add a joint owner after we issue the contract.We may require additional information if joint ownership isrequested after the contract is issued.

Before the Maturity Date, you may change:

‰ your Maturity Date to any date at least ten years afteryour last premium payment;

‰ your Optional Payment Plan;

‰ the allocation of your investments among theSubaccounts and/or the Guarantee Account (subject tocertain restrictions listed in your contract and in the“Transfer” provision); and

‰ the owner, joint owner, primary beneficiary, contingentbeneficiary, and contingent annuitant upon writtennotice to the Home Office, if you reserved this right,and the Annuitant is living at the time of the request. Ifyou change a beneficiary (unless the primarybeneficiary or contingent beneficiary is named as anirrevocable beneficiary), your plan selection will nolonger be in effect unless you request that it continue. Inaddition, during the Annuitant’s life, you can changeany non-natural owner to another non-natural owner.Changing the owner or joint owner may have taxconsequences and you should consult a tax adviserbefore doing so.

An Annuitant cannot be changed.

We must receive your request for a change at our Home Officeand in a form satisfactory to us. The change will take effect asof the date you sign the request. The change will be subject toany payment made before we recorded the change.

Assignment

An owner of a Non-Qualified Contract may assign some or allof his or her rights under the contract with our consent. An

assignment must occur before the Maturity Date and while theAnnuitant is still living. Once proper notice of the assignment isrecorded by our Home Office, the assignment will becomeeffective as of the date the written request was signed.

Qualified Contracts, IRAs and Tax Sheltered Annuities may notbe assigned, pledged or otherwise transferred except whereallowed by law.

We are not responsible for the validity or tax consequences of anyassignment. We are not liable for any payment or settlementmade before the assignment is recorded. Assignments will not berecorded until our Home Office receives sufficient direction fromthe owner and the assignee regarding the proper allocation ofcontract rights.

Amounts pledged or assigned will be treated as distributionsand will be included in gross income to the extent that theContract Value exceeds the investment in the contract for thetaxable year in which it was pledged or assigned. Amountsassigned may be subject to an IRS tax penalty equal to 10% ofthe amount included in gross income.

Assignment of the entire Contract Value may cause the portionof the contract exceeding the total investment in the contractand previously taxed amounts to be included in gross incomefor federal income tax purposes each year that the assignment isin effect.

Amounts assigned may be subject to an IRS tax penalty equal to10% of the amount included in gross income.

Premium Payments

You may make premium payments at any frequency and in theamount you select, subject to certain limitations. You mustobtain our approval before you make total premium paymentsfor an Annuitant age 79 or younger that exceed $2,000,000. Ifthe Annuitant is age 80 or older at the time of payment, the totalamount not subject to prior approval is $1,000,000. Premiumpayments may be made at any time prior to the Maturity Date,the surrender of the contract, or the death of the owner (or jointowner, if applicable), whichever comes first. We reserve theright to refuse to accept a premium payment for any lawfulreason and in a manner that does not unfairly discriminateagainst similarly situated purchasers.

The minimum initial premium payment is $5,000 ($2,000 ifyour contract is an IRA contract). We may accept a lower initialpremium payment in the case of certain group sales. Eachadditional premium payment must be at least $500 for Non-Qualified Contracts ($200 if paid by electronic fund transfers),$50 for IRA Contracts and $100 for other Qualified Contracts.

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Valuation Day and Valuation Period

We will value Accumulation and Annuity Units once daily as ofthe close of regular trading (currently 4:00 p.m. Eastern Time)for each day the New York Stock Exchange is open except fordays on which a Portfolio does not value its shares. If aValuation Period contains more than one day, the unit valueswill be the same for each day in the Valuation Period.

Allocation of Premium Payments

We place premium payments into the Subaccounts, each ofwhich invests in shares of a corresponding Portfolio, and/or theGuarantee Account, according to your instructions. You mayallocate premium payments to the Subaccounts plus theGuarantee Account at any one time. The percentage of anypremium payment which you can put into any one Subaccountor guarantee period must be a whole percentage and cannot beless than $100.

Upon allocation to the appropriate Subaccounts, we convertpremium payments into Accumulation Units. We determine thenumber of Accumulation Units credited by dividing the amountallocated to each Subaccount by the value of an AccumulationUnit for that Subaccount on the Valuation Day on which wereceive any additional premium payments at our Home Office.The number of Accumulation Units determined in this way isnot changed by any subsequent change in the value of anAccumulation Unit. However, the dollar value of anAccumulation Unit will vary depending not only upon how wellthe Portfolio’s investments perform, but also upon the chargesof the Separate Account and the Portfolios.

You may change the allocation of subsequent premiumpayments at any time, without charge, by sending us acceptablenotice. The new allocation will apply to any new premiumpayments made after we receive notice of the change at ourHome Office.

Valuation of Accumulation Units

Partial surrenders, total surrenders and/or payment of the deathbenefit all result in the cancellation of an appropriate number ofAccumulation Units. We cancel Accumulation Units as of theend of the Valuation Period in which we receive notice orinstructions with regard to the partial surrender, total surrenderor payment of the death benefit. The Accumulation Unit valueat the end of every Valuation Day equals the Accumulation Unitvalue at the end of the preceding Valuation Day multiplied bythe net investment factor (described below). We arbitrarily setthe Accumulation Unit value at the inception of the Subaccountat $10. On any Valuation Day, we determine your Subaccountvalue by multiplying the number of Accumulation Units

attributable to your contract by the Accumulation Unit value forthat day.

The net investment factor is an index used to measure theinvestment performance of a Subaccount from one ValuationPeriod to the next. The net investment factor for anySubaccount for any Valuation Period reflects the change in thenet asset value per share of the Portfolio held in the Subaccountfrom one Valuation Period to the next, adjusted for the dailydeduction of the administrative expense and mortality andexpense risk charges from assets in the Subaccount. If any “ex-dividend” date occurs during the Valuation Period, we take intoaccount the per share amount of any dividend or capital gaindistribution so that the unit value is not impacted. Also, if weneed to reserve money for taxes, we take into account a pershare charge or credit for any taxes reserved for which wedetermine to have resulted from the operations of theSubaccount.

The value of an Accumulation Unit may increase or decreasebased on the net investment factor. Changes in the netinvestment factor may not be directly proportional to changes inthe net asset value of the Portfolio because of the deduction ofthe Separate Account charges. Though the number ofAccumulation Units will not change as a result of investmentexperience, the value of an Accumulation Unit may increase ordecrease from Valuation Period to Valuation Period. See theStatement of Additional Information for more details.

TRANSFERS

Transfers Before the Maturity Date

All owners may transfer all or a portion of their assets betweenand among the Subaccounts of the Separate Account and theGuarantee Account on any Valuation Day prior to the MaturityDate, subject to certain conditions that are stated below. Ownersmay not, however, transfer assets in the Guarantee Accountfrom one interest rate guarantee period to another interest rateguarantee period. We process transfers among the Subaccountsand between the Subaccounts and the Guarantee Account as ofthe end of the Valuation Period that we receive the transferrequest in good order at our Home Office. There may belimitations placed on multiple transfer requests made atdifferent times during the same Valuation Period involving thesame Subaccounts and/or the Guarantee Account. We maypostpone transfers to, from or among the Subaccounts and/orthe Guarantee Account under certain circumstances. See the“Requesting Payments” provision of this prospectus.

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Transfers from the Guarantee Account to theSubaccounts

We may limit and/or restrict transfers from the GuaranteeAccount to the Subaccounts. For any allocation from theGuarantee Account to the Subaccounts, the limited amount willnot be less than any accrued interest on that allocation plus 25%of the original amount of that allocation. Unless you areparticipating in a Dollar Cost Averaging program (see the“Dollar Cost Averaging Program” provision) you may makesuch transfers only during the 30-day period beginning with theend of the preceding interest rate guarantee period applicable tothat particular allocation. We also may limit the amount thatyou may transfer to the Subaccounts.

Transfers from the Subaccounts to theGuarantee Account

We may restrict certain transfers from the Subaccounts to theGuarantee Account. We reserve the right to prohibit or limittransfers from a Subaccount to the Guarantee Account duringthe six-month period following the transfer of any amount fromthe Guarantee Account to any Subaccount.

Transfers Among the Subaccounts

All owners may submit 12 Subaccount transfers each calendaryear by voice response, Internet, telephone, facsimile, U.S. Mailor overnight delivery service. Once such 12 Subaccounttransfers have been executed, a letter will be sent notifyingowners that they may submit additional transfers only in writingby U.S. Mail or by overnight delivery service, and transferrequests sent by same day mail, courier service, Internet,telephone or facsimile will not be accepted under anycircumstances. Once we receive your mailed transfer request atour Home Office, such transfer cannot be cancelled. We alsowill not cancel transfer requests that have not yet been received,i.e., you may not call to cancel a transfer request sent by U.S.Mail or overnight delivery service. If you wish to change atransfer request sent by U.S. Mail or overnight delivery service,such change must also be sent in writing by U.S. Mail or byovernight delivery service. We will process that transfer requestas of the Valuation Day the new transfer request is received atour Home Office.

Currently, we do not charge for transfers. However, we reservethe right to assess a charge of up to $10 per transfer after thefirst transfer in a calendar month. The minimum transferamount is $100 or the entire balance in the Subaccount orinterest rate guarantee period if the transfer will leave a balanceof less than $100.

We also reserve the right to not honor your transfer request ifyour transfer is a result of more than one trade involving the

same Subaccount within a 30 day period. We will generallyinvoke this right when either the Portfolio(s) or we see a patternof frequent transfers between the same Portfolios within a shortperiod of time (i.e., transfers among the same Subaccountsoccur within five to 15 days of each other).

In addition, we may not honor transfers made by third parties.See the “Transfers by Third Parties” provision of thisprospectus.

If a transfer request is not processed, a letter will be sentnotifying you that your transfer request was not honored. If wedo not honor a transfer request, we will not count that request asa transfer for purposes of the 12 transfers allowed each calendaryear as described in the previous paragraphs.

When thinking about a transfer of assets, you should considerthe inherent risks involved. Frequent transfers based on short-term expectations may increase the risk that you will make atransfer at an inopportune time. Also, because certainrestrictions on transfers are applied at the discretion of thePortfolios in which the Subaccount invests, it is possible thatowners will be treated differently and there could be inequitabletreatment among owners if a Portfolio does not apply equaltreatment to all shareholders. See the “Special Note on FrequentTransfers” provision of this prospectus.

These restrictions will apply to all owners and their designatedthird party(ies), unless such transfer is being made pursuant to:

(1) a Dollar Cost Averaging program;

(2) an Portfolio Rebalancing program;

(3) the terms of an approved Fund substitution or Fundliquidation; or

(4) a Portfolio’s refusal to allow the purchase of shares,either on behalf of an individual owner or the entireSeparate Account, in which case, the Portfolio’srefusal to allow the purchase of shares will not beconsidered a transfer for calculation of the 12transfers allowed per calendar year by voiceresponse, Internet, telephone, facsimile, U.S. Mail orovernight delivery service.

Sometimes, we will not honor transfer requests. We will nothonor a transfer request if:

(1) any Subaccount that would be affected by the transferis unable to purchase or to redeem shares of thePortfolio in which the Subaccount invests; or

(2) the transfer would adversely affect Unit Values.

The affected Portfolio(s) determine whether these items apply.

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We will treat all owners equally with respect to transferrequests.

Telephone/Internet Transactions

All owners may make their first 12 transfers in any calendaryear among the Subaccounts or between the Subaccounts andthe Guarantee Account by calling or electronically contactingus. Transactions that can be conducted over the telephone andInternet include, but are not limited to:

(1) the first 12 transfers of assets among the Subaccountsor between the Subaccounts and the GuaranteeAccount in any calendar year (this includes anychanges in premium payment allocations when suchchanges include a transfer of assets);

(2) Dollar Cost Averaging; and

(3) Portfolio Rebalancing.

We employ reasonable procedures to confirm that instructionswe receive are genuine. Such procedures may include, but arenot limited to:

(1) requiring you or a third party to provide some form ofpersonal identification before we act on thetelephone/Internet instructions;

(2) confirming the telephone/Internet transaction inwriting to you or a third party you authorized; and/or

(3) tape recording telephone instructions or retaining arecord of your electronic request.

We reserve the right to limit or prohibit telephone and Internettransactions.

We will delay making a payment or processing a transferrequest if:

(1) the disposal or valuation of the Separate Account’sassets is not reasonably practicable because the NewYork Stock Exchange is closed;

(2) on nationally recognized holidays, trading isrestricted by the New York Stock Exchange;

(3) an emergency exists making the disposal or valuationof securities held in the Separate Accountimpracticable; or

(4) the SEC by order permits postponement of paymentto protect our owners.

Rules and regulations of the SEC will govern as to when theconditions described in (3) and (4) above exist. If we are closedon days when the New York Stock Exchange is open, ContractValue may be affected since owners will not have access totheir account.

Confirmation of Transactions

We will not be liable for following instructions that wereasonably determine to be genuine. We will send you aconfirmation of any transfer we process. Systematic transactions,such as those related to portfolio rebalancing or dollar costaveraging, generally will be reported in quarterly statements. Youare responsible for verifying transfer confirmations and notifyingus of any errors within 30 days of receiving the confirmationstatement or for systematic transactions not reported on a tradeconfirmation, the quarterly statement.

Special Note on Reliability

Please note that the Internet or our telephone system may notalways be available. Any computer system or telephone system,whether it is ours, yours, your service provider’s, or yourregistered representative’s, can experience unscheduled outagesor slowdowns for a variety of reasons. These outages orslowdowns may delay or prevent our processing of yourrequest. Although we have taken precautions to help oursystems handle heavy use, we cannot promise completereliability under all circumstances. If you are experiencingproblems, you can make your transaction request by writing ourHome Office.

Transfers by Third Parties

As a general rule and as a convenience to you, we allow you togive third parties the right to conduct transfers on your behalf.However, when the same third party possesses this ability onbehalf of many owners, the result can be simultaneous transfersinvolving large amounts of assets. Such transfers can disrupt theorderly management of the Portfolios underlying the contract,can result in higher costs to owners, and are generally notcompatible with the long-range goals of owners. We believethat such simultaneous transfers effected by such third partiesare not in the best interests of all beneficial shareholders of thePortfolios, and the management of the Portfolios share thisposition.

We have procedures to assure that the transfer requests that wereceive have, in fact, been made by the owners in whose namesthey are submitted.

Consequently, we may refuse transfers made by third parties onbehalf of an owner in a number of circumstances, which includebut are not limited to:

(1) transfers made on behalf of many owners by onethird party (or several third parties who belong to thesame firm) where the transfer involves the sameSubaccounts and large amounts of assets;

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(2) when we have not received adequate authorizationfrom the owner allowing a third party to maketransfers on his or her behalf; and

(3) when we believe, under all facts and circumstancesreceived, that the owner or his or her authorized agentis not making the transfer.

We require documentation to provide sufficient proof that thethird party making the trade is in fact duly authorized by theowner. This information includes, but is not limited to:

(1) documentation signed by the owner or a courtauthorizing a third party to act on the owner’s behalf;

(2) passwords and encrypted information;

(3) additional owner verification when appropriate; and

(4) recorded conversations.

We will not be held liable for refusing a transfer made by a thirdparty when we have a reasonable basis for believing such thirdparty is not authorized to make a transfer on the owner’s behalfor we have a reasonable basis for believing the third party isacting in a fraudulent manner.

Special Note on Frequent Transfers

The Separate Account does not accommodate frequent transfersof Contract Value among Subaccounts. When owners orsomeone on their behalf submit requests to transfer all or aportion of their assets between Subaccounts, the requests resultin the purchase and redemption of shares of the Portfolios inwhich the Subaccounts invest. Frequent Subaccount transfers,therefore, cause corresponding frequent purchases andredemptions of shares of the Portfolios.

Frequent purchases and redemptions of shares of the Portfolioscan dilute the value of a Portfolio’s shares, disrupt themanagement of the Portfolio’s investment portfolio, andincrease brokerage and administrative costs. Accordingly, whenan owner or someone on their behalf engages in frequentSubaccount transfers, other owners and persons with rightsunder the contracts (such as the beneficiaries) may be harmed.

The Separate Account discourages frequent transfers, purchasesand redemptions. To discourage frequent Subaccount transfers,we adopted the policy described in the “Transfers Among theSubaccounts” section. This policy requires owners who requestmore than 12 Subaccount transfers in a calendar year to submitsuch requests in writing by U.S. Mail or by overnight deliveryservice (the “U.S. Mail requirement”). The U.S. Mailrequirement creates a delay of at least one day between the timetransfer decisions are made and the time such transfers areprocessed. This delay is intended to discourage frequent

Subaccount transfers by limiting the effectiveness of abusive“market timing” strategies (in particular, “time-zone” arbitrage)that rely on “same-day” processing of transfer requests.

In addition, we will not honor transfer requests if anySubaccount that would be affected by the transfer is unable topurchase or redeem shares of the Portfolio in which theSubaccount invests or if the transfer would adversely affectAccumulation Unit values. Whether these restrictions apply isdetermined by the affected Portfolio(s), and although we applythe restrictions uniformly when we receive information from thePortfolio(s), we cannot guarantee that the Portfolio(s) will applytheir policies and procedures in a uniform basis.

There can be no assurance that the U.S. Mail requirement willbe effective in limiting frequent Subaccount transfers or that wecan prevent all frequent Subaccount transfer activity that mayadversely affect owners, other persons with material rightsunder the contracts, or Portfolio shareholders generally. Forinstance, imposing the U.S. Mail requirement after 12Subaccount transfers may not be restrictive enough to deterowners seeking to engage in abusing market timing strategies.

We may revise our frequent Subaccount transfer policy andrelated procedures, at our sole discretion, at any time andwithout prior notice, as we deem necessary or appropriate tobetter detect and deter frequent transfer activity that mayadversely affect owners, other persons with material rightsunder the contracts, or Portfolio shareholders generally, tocomply with state or federal regulatory requirements, or toimpose additional or alternative restrictions on owners engagingin frequent Subaccount transfers. For example, we may invokeour right to refuse transfers if the transfer involves the sameSubaccount within a 30 day period and/or we may change ourprocedures to monitor for a different number of transfers withina specified time period or to impose a minimum time periodbetween each transfer.

There are inherent risks that changing our policies andprocedures in the future may not be effective in limitingfrequent Subaccount transfers. We will not implement anypolicy and procedure at the contract level that discriminatesamong owners; however, we may be compelled to adoptpolicies and procedures adopted by the Portfolios on behalf ofthe Portfolios and we will do so unless we cannot service suchpolicies and procedures or we believe such policies andprocedures contradict state or federal regulations or suchpolicies and procedures contradict with the terms of yourcontract.

As stated in the previous paragraph, each of the Portfolios inwhich the Subaccounts invest may have its own policies andprocedures with respect to frequent purchases and redemption ofPortfolio shares. The prospectuses for the Portfolios describe any

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such policies and procedures. For example, a Portfolio may assessredemption fees (which we reserve the right to collect) on sharesheld for a relatively short period of time. The frequent tradingpolicies and procedures of a Portfolio may be different, and moreor less restrictive, than the frequent trading policies andprocedures of other Portfolios and the policies and procedures wehave adopted to discourage frequent Subaccount transfers.Owners should be aware that we may not have the operationalcapability to monitor owners’ Subaccount transfer requests andapply the frequent trading policies and procedures of therespective Portfolios that would be affected by the transfers.Accordingly, owners and other persons who have material rightsunder the contracts should assume that the sole protection theymay have against potential harm from frequent Subaccounttransfers is the protection, if any, provided by the policies andprocedures we have adopted to discourage frequent Subaccounttransfers.

Under rules recently adopted by the SEC, we are required toenter into a written agreement with each Portfolio or itsprincipal underwriter that will obligate us to provide promptly,upon request by the Portfolio, certain information to thePortfolio about the trading activity of individual contractowners. We must then execute any instructions from thePortfolio to restrict or prohibit further purchases or transfers bya specific contract owners of Accumulation Units or AnnuityUnits of the Subaccount that invests in that Portfolio, wheresuch contract owner has been identified by the Portfolio ashaving engaged in transactions (indirectly through suchSubaccount) that violate policies established by the Portfolio forthe purpose of eliminating or reducing any dilution of the valueof the outstanding shares of the Portfolio. We will inform anycontract owners whose future purchases and transfers of aSubaccount’s units have been restricted or prohibited by aPortfolio.

Owners and other persons with material rights under thecontracts also should be aware that the purchase and redemptionorders received by the Portfolios generally are “omnibus”orders from intermediaries such as retirement plans or separateaccounts funding variable insurance contracts. These omnibusorders reflect the aggregation and netting of multiple ordersfrom individual retirement plan participants and/or individualowners of variable insurance contracts. The omnibus nature ofthese orders may limit the Portfolios’ ability to apply theirrespective frequent trading policies and procedures. We cannotguarantee that the Portfolios will not be harmed by transferactivity relating to the retirement plans and/or other insurancecompanies that may invest in the Portfolios. In addition, if aPortfolio believes an omnibus order we submit may reflect oneor more Subaccount transfer requests from owners engaged infrequent transfer activity, the Portfolio may reject a portion of orthe entire omnibus order. If a Portfolio rejects part of an

omnibus order it believes is attributable to the transfers thatexceed its market timing policies and procedures, it will returnthe amount to us, and we will credit the amount to the owner asof the Valuation Day of our receipt of the amount. You mayrealize a loss if the unit value on the Valuation Day we creditthe amount back to your account has increased since theoriginal date of your transfer.

We apply our policies and procedures without exception,waiver, or special arrangement.

Dollar Cost Averaging Program

The Dollar Cost Averaging program permits you tosystematically transfer on a monthly or quarterly basis a setdollar amount from the Subaccount investing in the GoldmanSachs Variable Insurance Trust — Government Money MarketFund and/or the Guarantee Account to any combination of otherSubaccounts (as long as the total number of Subaccounts useddoes not exceed the maximum number allowed under thecontract). The Dollar Cost Averaging method of investment isdesigned to reduce the risk of making purchases only when theprice of units is high, but you should carefully consider yourfinancial ability to continue the program over a long enoughperiod of time to purchase Accumulation Units when their valueis low as well as when it is high. Dollar Cost Averaging doesnot assure a profit or protect against a loss.

You may participate in the Dollar Cost Averaging program:

(1) by electing it on your application;

(2) by contacting an authorized sales representative; or

(3) by calling us at (800) 352-9910.

To use the program, you must transfer at least $100 from theSubaccount investing in the Goldman Sachs Variable InsuranceTrust — Government Money Market Fund and/or interest rateguarantee period with each transfer.

The Dollar Cost Averaging program will begin 30 days after wereceive all required forms with your instructions and anynecessary premium payment unless we allow an earlier date.We will discontinue your participation in the Dollar CostAveraging program:

‰ on the business day we receive your request todiscontinue the program in writing or by telephone(assuming we have your telephone authorization formon file); or

‰ when the assets in the Subaccount investing in theGoldman Sachs Variable Insurance Trust —Government Money Market Fund and/or interest rateguarantee period from which transfers are being madeare depleted.

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If you Dollar Cost Average from the Guarantee Account, wereserve the right to determine the amount of each automatictransfer. We reserve the right to transfer any remaining portionof an allocation used for Dollar Cost Averaging to a newguarantee period upon termination of the Dollar Cost Averagingprogram for that allocation. You may not transfer from oneinterest rate guarantee period to another interest rate guaranteeperiod.

We also reserve the right to credit a higher rate of interest onpremium payments allocated to the Guarantee Account thatparticipate in the Dollar Cost Averaging program. We refer tothis higher rate of interest as Enhanced Dollar Cost Averaging.The Dollar Cost Averaging program and/or the EnhancedDollar Cost Averaging program may not be available in allstates and in all markets or through all broker-dealers who sellthe contracts. If you terminate the Enhanced Dollar CostAveraging program prior to the depletion of assets from theGuarantee Account, we have the right to credit the remainingassets in the Guarantee Account the current interest rate beingcredited to all other Guarantee Account assets not participatingin Enhanced Dollar Cost Averaging as of that Valuation Day.

There is no additional charge for Dollar Cost Averaging. Atransfer under this program is not a transfer for purposes ofassessing a transfer charge or for calculating the minimumnumber of transfers we may allow in a calendar year.

We may, from time to time, offer various Dollar CostAveraging programs. We reserve the right to discontinue newDollar Cost Averaging programs or to modify such programs atany time and for any reason. We also reserve the right toprohibit simultaneous participation in the Dollar CostAveraging program and Systematic Withdrawal program.

Owners considering participating in a Dollar Cost Averagingprogram should call (800) 352-9910 or an authorized salesrepresentative to verify the availability of Dollar CostAveraging.

Portfolio Rebalancing Program

Once your premium payment has been allocated among theSubaccounts, the performance of each Subaccount may causeyour allocation to shift. You may instruct us to automaticallyrebalance on a quarterly, semi-annual or annual basis yourassets among the Subaccounts to return to the percentagesspecified in your allocation instructions. Your percentageallocations must be in whole percentages. The program does notinclude allocations to the Guarantee Account. You may elect toparticipate in the Portfolio Rebalancing program at any time bysubmitting the completed Portfolio Rebalancing form to ourHome Office.

Subsequent changes to your percentage allocations may bemade at any time by written or telephone instructions to theHome Office. Once elected, Portfolio Rebalancing remains ineffect from the date we receive your written request until youinstruct us to discontinue Portfolio Rebalancing. There is noadditional charge for using Portfolio Rebalancing, and we donot consider Portfolio Rebalancing a transfer for purposes ofassessing a transfer charge or calculating the maximum numberof transfers permitted in a calendar year. We reserve the right todiscontinue or modify the Portfolio Rebalancing program at anytime and for any reason. We also reserve the right to excludespecific Subaccounts from Portfolio Rebalancing. PortfolioRebalancing does not assure a profit or protect against a loss.

SURRENDERS AND PARTIAL SURRENDERS

Surrenders and Partial Surrenders

We will allow you to surrender your contract or to partiallysurrender your Contract Value at any time before the MaturityDate upon your written request, subject to the conditionsdiscussed below.

We will not permit a partial surrender that is less than $100 or apartial surrender which would reduce your Contract Value toless than $1,000. If your partial surrender request would reduceContract Value to less than $1,000, we will surrender yourcontract in full. Different limits and other restrictions may applyto Qualified Contracts.

The amount payable on full surrender of the contract is theSurrender Value at the end of the Valuation Period duringwhich we receive the request. The Surrender Value equals:

(1) the Contract Value (after the deduction of charges forany optional death benefit rider(s) and the annualcontract charge, if applicable) on the Valuation Daywe receive a request for surrender; less

(2) any applicable surrender charge; less

(3) any applicable premium tax.

We may pay the Surrender Value in a lump sum or under one ofthe Optional Payment Plans specified in the contract, based onyour instructions.

If you are taking a partial surrender, you may indicate, inwriting, electronically, or by calling our Home Office, fromwhich Subaccount(s) or interest rate guarantee periods we are totake your partial surrender. If you do not so specify, we willdeduct the amount of the partial surrender first from theSubaccounts on a pro-rata basis, in proportion to your assetsallocated to the Separate Account. We then will deduct anyremaining amount from the Guarantee Account. We will take

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deductions from the Guarantee Account from the amounts(including any interest credited to such amounts) which havebeen in the Guarantee Account for the longest period of time.When taking a partial surrender, any applicable surrendercharge and/or applicable premium tax will be taken from theamount surrendered unless otherwise requested.

We will delay making a payment if:

(1) the disposal or valuation of the Separate Account’sassets is not reasonably practicable because the NewYork Stock Exchange is closed;

(2) on nationally recognized holidays, trading isrestricted by the New York Stock Exchange;

(3) an emergency exists making the disposal or valuationof securities held in the Separate Accountimpracticable; or

(4) the SEC by order permits postponement of paymentto protect our owners.

Rules and regulations of the SEC will govern as to when theconditions described in (3) and (4) above exist. If we are closedon days when the New York Stock Exchange is open, ContractValue may be affected since owners will not have access totheir account.

Please remember that a partial surrender will reduce the deathbenefit by the proportion that the partial surrender (includingany applicable surrender charges and premium tax) reducesyour Contract Value. See “The Death Benefit” provision of thisprospectus.

Surrenders and partial surrenders may also be subject to incometax and, if taken prior to age 591⁄2, a 10% additional IRSpenalty tax. See the “Tax Matters” provision of this prospectus.

Restrictions on Distributions from CertainContracts

Under Code Section 403(b) tax sheltered annuities, distributionsof (1) salary reduction contributions made in years beginningafter December 31, 1988; (2) earnings on those contributions;and (3) earnings on amounts held as of the last year beginningbefore January 1, 1989, are not allowed prior to age 591⁄2,severance from employment, death or disability. Salaryreduction contributions may also be distributed upon hardship,but would generally be subject to penalties. For contracts issuedafter 2008, amounts attributable to nonelective contributionsmay be subject to distribution restrictions specified in theemployer’s Section 403(b) plan.

If your contract was issued pursuant to a 403(b) plan, wegenerally are required to confirm, with your 403(b) plan

sponsor or otherwise, that surrenders or transfers you requestcomply with applicable tax requirements and to decline requeststhat are not in compliance. We will defer such payments yourequest until all information required under the tax law has beenreceived. By requesting a surrender or transfer, you consent tothe sharing of confidential information about you, the contract,and transactions under the contract and any other 403(b)contracts or accounts you have under the 403(b) plan among us,your employer or plan sponsor, any plan administrator orrecordkeeper, and other product providers.

Section 830.105 of the Texas Government Code permitsparticipants in the Texas Optional Retirement Program towithdraw their interest in a variable annuity contract issuedunder the Texas Optional Retirement Program only upon:

(1) termination of employment in the Texas publicinstitutions of higher education;

(2) retirement;

(3) death; or

(4) the participant’s attainment of age 701⁄2.

If your contract is issued to a Texas Optional RetirementProgram, you must furnish us proof that one of these fourevents has occurred before we distribute any amounts from yourcontract.

Systematic Withdrawal Program

The Systematic Withdrawal program allows you to takeSystematic Withdrawals of a specified dollar amount (in equalinstallments of at least $100) on a monthly, quarterly, semi-annual or annual basis. Your payments can begin at any timeafter 30 days from the date the contract is issued (unless weallow an earlier date). To participate in the program, yourContract Value must initially be at least $5,000 and you mustsubmit a completed Systematic Withdrawal form to our HomeOffice. You can obtain the form from an authorized salesrepresentative or from our Home Office.

Your Systematic Withdrawals in a contract year may not exceedthe amount which is not subject to a surrender charge. See the“Surrender Charge” provision of this prospectus. We willdeduct the Systematic Withdrawal amounts first from any gainin the contract and then from premium payments made. Youmay provide specific instructions as to the Subaccounts and/orinterest rate guarantee periods from which we are to take theSystematic Withdrawals. If you have not provided specificinstructions, or if your specific instructions cannot be carriedout, we will process the withdrawals by cancellingAccumulation Units on a pro-rata basis from all of theSubaccounts in which you have an interest. To the extent that

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your assets in the Separate Account are not sufficient toaccomplish the withdrawal, we will take the remaining amountof the withdrawal from any assets you have in the GuaranteeAccount. We will take deductions from the Guarantee Accountfrom the amounts (including any interest credited to suchamounts) which have been in the Guarantee Account for thelongest period of time.

After your Systematic Withdrawals begin, you may change thefrequency and/or amount of your payments, subject to thefollowing:

(1) you may request only one such change in a calendarquarter; and

(2) if you did not elect the maximum amount you couldwithdraw under this program at the time you electedthe current series of Systematic Withdrawals, thenyou may increase the remaining payments up to themaximum amount.

A Systematic Withdrawal program will terminate automaticallywhen a Systematic Withdrawal would cause the remainingContract Value to be less than $1,000. If a SystematicWithdrawal would cause the Contract Value to be less than$1,000, then we will not process that Systematic Withdrawaltransaction. If any of your Systematic Withdrawals would be orbecomes less than $100, we reserve the right to reduce thefrequency of payments to an interval that would result in eachpayment being at least $100. You may discontinue SystematicWithdrawals at any time by notifying us in writing at our HomeOffice or by telephone. You may request that we pay anyremaining payments in a lump sum. See the “RequestingPayments” provision of this prospectus.

Each Systematic Withdrawal is subject to federal income taxeson any portion considered gain for tax purposes. In addition,you may be assessed a 10% IRS penalty tax on SystematicWithdrawals if you are under age 591⁄2 at the time of thewithdrawal.

Both partial surrenders at your specific request and withdrawalsunder a Systematic Withdrawal program will count toward thelimit of the amount that you may surrender free of any surrendercharges in any contract year under the free withdrawal privilege.See the “Surrender Charge” provision of this prospectus. Partialsurrenders under a Systematic Withdrawal program may alsoreduce your death benefit. See “The Death Benefit” provision ofthis prospectus. Your Systematic Withdrawal amount may beaffected if you take an additional partial surrender.

There is no charge for participation in the SystematicWithdrawal program, however, we reserve the right to prohibitparticipation in Systematic Withdrawals and Dollar CostAveraging programs at the same time. We also reserve the right

to discontinue and/or modify the Systematic Withdrawalprogram upon 30 days written notice to owners.

THE DEATH BENEFIT

Death Benefit at Death of Annuitant Before theMaturity Date

If your contract form is P1143 4/94, please see Appendix A fora description of certain provisions of your death benefit. If theAnnuitant dies before income payments begin, regardless ofwhether the Annuitant is also an owner or joint owner, theamount of proceeds available for the designated beneficiary isthe death benefit. Upon receipt at our Home Office of due proofof the Annuitant’s death (generally, due proof is a certified copyof the death certificate or a certified copy of the decree of acourt of competent jurisdiction as to the finding of death), wewill treat the death benefit in accordance with your instructions,subject to distribution rules and termination of contractprovisions described elsewhere in the prospectus.

The death benefit equals the sum of (a) and (b) where:

(a) is the Contract Value as of the date we receive dueproof of death; and

(b) is the excess, if any, of the unadjusted death benefit(as defined below) as of the date of the Annuitant’sdeath over the Contract Value as of the date of theAnnuitant’s death, with interest credited on thatexcess from the date of the Annuitant’s death to thedate of distribution.

The rate credited may depend on applicable law or regulation.Otherwise, we will set it.

The unadjusted death benefit varies based on the Annuitant’sage on the date we issued the contract and on the number ofcontract years elapsed since the contract was issued.

The death benefit varies based on:

(1) the Annuitant’s age on the date the contract is issued;

(2) the Annuitant’s age on the date of his or her death;

(3) the number of contract years that elapse from the datethe contract was issued until the date of theAnnuitant’s death; and

(4) whether any premium taxes are due at the time thedeath benefit is paid.

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Basic Death Benefit

If any Annuitant dies before their sixth contract anniversary, theunadjusted death benefit will be equal to the greater of:

(1) premium payments made, less any partial surrenderstaken (including any surrender charges and premiumtaxes assessed) calculated as of the Valuation Day wereceive due proof of death; and

(2) the Contract Value as of the date of the Annuitant’sdeath.

If any Annuitant is age 80 or younger on the date the contract isissued and he or she dies after the sixth contract anniversary, theunadjusted death benefit will be the greatest of:

(1) the greater sum of (a) and (b), where:

(a) the Contract Value as of the end of any six-yearperiod; and

(b) is any premium payments made after that six-year period.

The sum of (a) and (b) is reduced for an adjustmentdue to any partial surrenders taken since theapplicable six-year period; and

(2) The Contract Value as of the date of the Annuitant’sdeath.

If any Annuitant is age 81 or older on the date the contract isissued and he or she dies after the sixth contract anniversary, theunadjusted death benefit will be the greater of:

(1) premium payments made, less any partial surrenderstaken (including any surrender charges and premiumtaxes assessed) calculated as of the Valuation Day wereceive due proof of death; and

(2) the Contract Value as of the date of the Annuitant’sdeath.

The first six-year period begins on the date the contract is issuedand ends on the sixth contract anniversary. The second six-yearperiod begins on the first Valuation Day after the sixth contractanniversary and ends on the twelfth contract anniversary and so on.

We will adjust the death benefit for partial surrenders in thesame proportion as the percentage that the partial surrender(including surrender charges and premium taxes assessed)reduces the Contract Value. Premium tax may also be taken onany death benefit. If premium tax is taken, the amount of thedeath benefit will be reduced by the amount of the premium tax.

Please refer to Appendix B in this prospectus for an example ofthe death benefit calculation.

Optional Guaranteed Minimum Death Benefit

The Optional Guaranteed Minimum Death Benefit is availableto contracts with an Annuitant age 75 or younger at the time thecontract is issued. If the owner elects the Guaranteed MinimumDeath Benefit at the time of application, upon the death of theAnnuitant, we will pay to the designated beneficiary, thegreater of:

(1) the Basic Death Benefit; and

(2) the Guaranteed Minimum Death Benefit.

The Guaranteed Minimum Death Benefit may also bereferenced in our marketing materials as the “Six PercentEstateProtectorSM.”

If the Annuitant dies on the first Valuation Day, the GuaranteedMinimum Death Benefit will be equal to the premium paymentsreceived.

If the Annuitant dies after the first Valuation Day, then at theend of each Valuation Period until the contract anniversary onwhich the Annuitant attains age 80, the Guaranteed MinimumDeath Benefit equals the lesser of (a) and (b), where:

(a) is the total of all premium payments received,multiplied by two, adjusted for any partial surrenderstaken (including any surrender charges and premiumtaxes assessed) prior to or during that ValuationPeriod; and

(b) is the Guaranteed Minimum Death Benefit of thepreceding Valuation Period, with assets in theSubaccounts increased by an effective annual rate of6% (an “increase factor”); this does not include assetsallocated to the Subaccount investing in the availableGoldman Sachs Variable Insurance Trust —Government Money Market Fund; plus anyadditional premium payments we received during thecurrent Valuation Period, adjusted for any partialsurrenders taken (including any surrender chargesand premium taxes assessed) during the currentValuation Period.

We will adjust the Guaranteed Minimum Death Benefit forpartial surrenders proportionally by the same percentage that thepartial surrender (including any applicable surrender chargesand premium taxes assessed) reduces the Contract Value.

For assets in the Subaccount investing in the Goldman SachsVariable Insurance Trust — Government Money Market Fund,the increase factor is equal to the lesser of:

(1) the net investment factor of the Subaccount forValuation Period, minus one; and

(2) a factor for the Valuation Period equivalent to aneffective annual rate of 6%.

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For assets allocated to the Guarantee Account, the increasefactor is equal to the lesser of:

(1) the factor for the Valuation Period equivalent to thecredited rate(s) applicable to such allocations; and


After the Annuitant attains age 80, the increase factor will bezero (0). The Guaranteed Minimum Death Benefit is effective onthe date the contract is issued (unless another effective date isshown on the contract data page) and will remain in effect whilethe contract is in force and before income payments begin, oruntil the contract anniversary following the date we receive yourwritten request to terminate the benefit. If we receive yourrequest to terminate the benefit within 30 days following anycontract anniversary, we will terminate the GuaranteedMinimum Death Benefit as of that contract anniversary.

We charge you for the Guaranteed Minimum Death Benefit.We deduct this charge against the Contract Value at eachcontract anniversary after the first contract anniversary and atthe time you fully surrender the contract. At full surrender, wewill charge you a pro-rata portion of the annual charge.Currently, this charge is equal to an annual rate of 0.25% ofyour prior contract year’s average Guaranteed Minimum DeathBenefit. We guarantee that this charge will not exceed an annualrate of 0.35% of your prior contract year’s average GuaranteedMinimum Death Benefit. The rate charged to your contract willbe fixed at the time your contract is issued.

The Guaranteed Minimum Death Benefit option may not beavailable in all states or markets.

Optional Death Benefit

The Optional Death Benefit may also be referred to in ourmarketing materials as the “Annual EstateProtectorSM.”

If the Annuitant is age 80 or younger on the date the contract isissued and he or she dies before his or her first anniversary, theunadjusted death benefit will be equal to the greater of:

(1) the Contract Value as of the date we receive dueproof of death; and

(2) premium payments received, reduced for anadjustment due to any partial surrenders taken(including any surrender charges and premium taxesassessed).

If the Annuitant is age 80 or younger on the date the contract isissued and he or she dies after his or her first contract

anniversary, the unadjusted death benefit will be equal to thegreater of:

(1) The greatest sum of (a) and (b), where:

(a) is the Contract Value on any contractanniversary; and

(b) is premium payments received after suchcontract anniversary.

The sum of (a) and (b) above is reduced for anadjustment due to any partial surrenders (includingany surrender charges and premium taxes assessed)taken since the applicable contract anniversary.

(2) the Contract Value as of the date we receive dueproof of death.

If the Annuitant is age 81 or older on the date the contract isissued, the unadjusted death benefit will be equal to the greater of:

(1) the Contract Value as of the date we receive dueproof of death; and

(2) premium payments received, reduced for anadjustment due to any partial surrenders (includingany surrender charges and premium taxes assessed).

We will adjust the death benefit for partial surrenders (includingany surrender charges and premium taxes assessed) in the sameproportion as the percentage that the partial surrender (includingany surrender charges and premium taxes assessed) reducesyour Contract Value. Premium tax may also be taken on anydeath benefit. If premium tax is taken, the amount of the deathbenefit will be reduced by the amount of the premium tax.

We charge you for this benefit. This charge will not exceed0.25% of your Contract Value at the time of the deduction.

Optional Enhanced Death Benefit

The Optional Enhanced Death Benefit (which may be referredto as “Earnings Protector” in our marketing materials) adds anextra feature to our Basic Death Benefit and, if applicable, theOptional Guaranteed Minimum Death Benefit.

You may only elect the Optional Enhanced Death Benefit at thetime of application. Once elected, the benefit will remain ineffect while your contract is in force until income paymentsbegin. You cannot otherwise terminate this benefit.

We charge you an additional amount for the Optional EnhancedDeath Benefit. Currently, this amount is an annual rate of 0.20%of the average of:

(1) your Contract Value at the beginning of the previouscontract year; and

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(2) your Contract Value at the end of the previouscontract year.

The charge for the Optional Enhanced Death Benefit is taken oneach contract anniversary. We guarantee that this charge willnot exceed an annual rate of 0.35% of your average ContractValue, as described above. The rate that applies to your contractwill be fixed at issue. See the “Charges for the OptionalEnhanced Death Benefit” provision.

The Optional Enhanced Death Benefit may not be available inall states or markets. In addition, to be eligible for this rider, theAnnuitant cannot be older than age 75 at the time of issue unlesswe approve a different age.

The Optional Enhanced Death Benefit varies based on the ageof the Annuitant at issue. Your Optional Enhanced DeathBenefit will never be less than zero.

If the Annuitant is age 70 or younger at the date the contract isissued, the Optional Enhanced Death Benefit equals 40% of (a)minus (b), where:

(a) is your Contract Value as of the date we receive dueproof of death; and

(b) is premiums paid, not previously surrendered.

This death benefit cannot exceed 70% of premiums paidadjusted for partial surrenders. Premiums, other than the initialpremium, paid within 12 months of death are not included inthis calculation.

If the Annuitant is older than age 70 at the time the contract isissued, the Optional Enhanced Death Benefit equals 25% of (a)minus (b), where:

(a) is your Contract Value on the date we receive dueproof of death; and

(b) premiums paid, not previously surrendered.

This death benefit cannot exceed 40% of premiums paid,adjusted for partial surrenders. Premiums, other than the initialpremium, paid within 12 months of death are not included inthis calculation.

Under both age scenarios listed above, we take partialsurrenders first from gain and then from premiums paid. Forpurposes of this benefit, we calculate gain as (a) plus (b) minus(c) minus (d), but not less than zero, where:

(a) is your Contract Value on the date we receive yourpartial surrender request;

(b) is the total of any partial surrenders, excludingsurrender charges, previously taken;

(c) is the total of premiums paid; and

(d) is the total of any gain previously surrendered.

Please refer to Appendix B for an example of the OptionalEnhanced Death Benefit calculation.

There are important things you should consider before youpurchase the Optional Enhanced Death Benefit. These include:

‰ The Optional Enhanced Death Benefit does notguarantee that a benefit will become payable at death.Market declines resulting in your Contract Value beingless than your premiums paid and not previouslysurrendered may result in no Enhanced Death Benefitbeing payable.

‰ Once you purchase the Optional Enhanced DeathBenefit, you cannot cancel it. This means that regardlessof any changes in your circumstances, we will continueto assess the charges for the Optional Enhanced DeathBenefit.

‰ Please take advantage of the guidance of a qualifiedfinancial adviser in evaluating the Optional EnhancedDeath Benefit option, as well as the other aspects of thecontract.

When We Calculate the Death Benefit

We will calculate the Basic Death Benefit, Optional GuaranteedMinimum Death Benefit, Optional Death Benefit and OptionalEnhanced Death Benefit on the date we receive due proof ofdeath at our Home Office. Until we receive complete writteninstructions satisfactory to us from the beneficiary, thecalculated death benefit will remain allocated to the SeparateAccount and/or the Guarantee Account in accordance with yourlast instructions. This means that the calculated death benefitwill fluctuate with the performance of the Subaccounts in whichyou are invested.

Death of an Owner or Joint Owner Before theMaturity Date

In certain circumstances, federal tax law requires thatdistributions be made under this contract upon the first death of:

‰ an owner or joint owner; or

‰ the Annuitant, if the owner is a non-natural entity (suchas a trust or corporation).

At the death of any owner (or Annuitant, if the owner is anon-natural entity), the person or entity first listed below who isalive or in existence on the date of that death will become thedesignated beneficiary:

(1) the owner or joint owners;

(2) the primary beneficiary;

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(3) the contingent beneficiary; or

(4) the owner’s estate.

We then will treat the designated beneficiary as the sole ownerof the contract. If there is more than one designated beneficiary,we will treat each one separately in applying the tax law’s rulesdescribed below.

Distribution Rules: Distributions required by federal tax lawdiffer depending on whether the designated beneficiary is thespouse of the deceased owner (or the spouse of the deceasedAnnuitant, if the contract is owned by a non-natural entity).

‰ Spouses — If the designated beneficiary is the spouse ofthe deceased, the spouse may continue the contract asthe new owner. If the deceased was the Annuitant andthere is no surviving contingent Annuitant, the spousewill automatically become the new Annuitant. At thedeath of the spouse, this provision may not be usedagain, even if the spouse remarries. In such case, theentire interest in the contract will be paid within 5 yearsof such spouse’s death to the beneficiary named by thespouse. If no beneficiary is named, such payment willbe made to the spouse’s estate. The amount payable willbe equal to the death benefit on the date we receive dueproof of the Annuitant’s death. Any increase in theContract Value will be allocated to the Subaccountsand/or the Guarantee Account using the premiumallocation in effect at that time. Any death benefitpayable subsequently (at the death of the newAnnuitant) will be calculated as if the spouse hadpurchased a contract for the new Contract Value on thedate we received due proof of death. Any death benefitwill be based on the new Annuitant’s age as of the datewe receive due proof of death of the original owner,rather than the age of the previously deceasedAnnuitant. All other provisions will continue as if thespouse had purchased the contract on the originalContract Date.

‰ Non-Spouses — If the designated beneficiary is not thespouse of the deceased person, this contract cannot becontinued indefinitely. Instead, upon the death of anyowner (or Annuitant, if any owner is a non-naturalentity), payments must be made to (or for the benefit of)the designated beneficiary under one of the followingpayment choices:

(1) receive the Surrender Value in one lump sumpayment upon receipt of due proof of death (see the“Requesting Payments” provision of this prospectus);

(2) receive the Surrender Value at any time during thefive year period following the date of death. At the

end of the five year period, we will pay in a lumpsum payment any Surrender Value still remaining; or

(3) apply the Surrender Value to provide a monthlyincome benefit under Optional Payment Plan 1 or 2(for a period of 5 or more years). The first monthlyincome benefit payment must be made no later thanone year after the date of death. In addition, ifOptional Payment Plan 1 is chosen, the period certaincannot exceed the designated beneficiary’s lifeexpectancy, and if Optional Payment Plan 2 ischosen, the fixed period cannot exceed the designatedbeneficiary’s life expectancy.

If your contract is a Qualified Contract, not all elections willsatisfy required minimum distribution rules. Note that effectivefor owners who die on or after January 1, 2020, subject tocertain exceptions, most non-spouse designated beneficiariesmust now complete death benefit distributions within ten yearsof the owner’s death in order to satisfy required minimumdistribution rules. Consult a tax adviser before making anelection.

If no choice is made by the designated beneficiary within 30days following receipt of due proof of death, we will pay theSurrender Value within 5 years of the date of death. Due proofof death must be provided within 90 days of the date of death.We will not accept any premium payments after the non-spouse’s death. If the designated beneficiary dies before theentire Surrender Value has been distributed, we will pay in alump sum any Surrender Value still remaining to the personnamed by the designated beneficiary. If no person is so named,we will pay the designated beneficiary’s estate.

Under payment choice 1 or 2, the contract will terminate uponpayment of the entire Surrender Value. Under payment choice3, this contract will terminate when we apply the SurrenderValue to provide a monthly income benefit.

Amount of the proceeds: The proceeds we pay will vary, inpart, based on the person who dies, as shown below:

Person Who DiedAmount of

Proceeds Paid

Owner or Joint Owner(who is not the Annuitant)

Surrender Value

Owner or Joint Owner(who is the Annuitant)

Death Benefit

Annuitant Death Benefit

Upon receipt of due proof of death, the designated beneficiarywill instruct us how to treat the proceeds subject to thedistribution rules discussed above.

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Death of Owner, Joint Owner, or Annuitant Onor After the Maturity Date

On or after the Maturity Date, if an owner, joint owner,Annuitant or designated beneficiary dies while the contract is inforce, payments that are already being made under the contractwill be made at least as rapidly as under the method ofdistribution in effect at the time of death, notwithstanding anyother provision in the contract.

INCOME PAYMENTS

The Maturity Date is the date income payments begin under thecontract, provided the Annuitant is still living on that date. TheMaturity Date must be a date at least thirteen months from thedate the contract is issued.

The owner selects the contract’s initial Maturity Date at issue.Thereafter, until income payments begin, the owner may electto extend the Maturity Date in one-year increments to any dateat least 10 years after the date of the last premium payment andwithin one year of the last Maturity Date, so long as the newMaturity Date is not a date beyond the latest permitted MaturityDate. The latest Maturity Date we currently permit may not be adate beyond the younger Annuitant’s 90th birthday, unless weconsent to a later date. We reserve the right to discontinue toallow the deferral of the Maturity Date at any time and withoutprior notice. Any consent for a new Maturity Date will beprovided on a non-discriminatory basis.

An owner may request to change the Maturity Date by sendingwritten notice to our Home Office prior to the Maturity Datethen in effect. If you change the Maturity Date, the MaturityDate will mean the new Maturity Date selected, provided suchMaturity Date is not a date beyond the latest permitted MaturityDate. If income payments have not commenced upon reachingthe latest permitted Maturity Date, we will begin makingpayments to the named payee. In this circumstance, incomepayments will be made in the form of a Life Income with a 10Year Period Certain.

A Maturity Date that occurs or is scheduled to occur at anadvanced age (e.g., past age 85) may, in certain circumstances,have adverse income tax consequences. See the “Tax Matters”provision of this prospectus. Contracts issued to qualifiedretirement plans provide for income payments to start on thedate and under the option specified by the plan.

We will pay a monthly income benefit to the owner beginningon the Maturity Date provided the Annuitant is still living. Wewill pay the monthly income benefit in the form of a LifeIncome with 10 Years Certain plan, using the gender andsettlement age of the Annuitant instead of the payee, unless you

make another election as described below. As described in yourcontract, the settlement age may be less than the Annuitant’sage. This means that payments may be lower than they wouldhave been without the adjustment. You may also choose toreceive the Surrender Value of your contract on the dateimmediately preceding the Maturity Date in a lump sum, inwhich case, we will cancel the contract. See the “RequestingPayments” provision of this prospectus.

Payments will continue for the life of the Annuitant under theLife Income with 10 Years Certain plan, if he or she lives longerthan 10 years. If the Annuitant dies before the end of 10 years, wewill discount the remaining payments for the 10 year period at thesame rate used to calculate the monthly income payment. If theremaining payments are variable income payments, we willassume the amount of each payment that we discount equals thepayment amount on the date we receive due proof of death. Wewill pay this discounted amount in a lump sum.

The contract provides optional forms of income payments(“Optional Payment Plans”), each of which is payable on afixed basis. Optional Payment Plans 1 and 5 also are availableon a variable basis.

If you elect fixed income payments, the guaranteed amountpayable will earn interest at a minimum rate of 3% compoundedyearly. We may increase the interest rate which will increase theamount we pay to you or the payee.

If you elect variable income payments, the dollar amount of thefirst variable income payment will depend on the annuitypurchase rates described in your contract for the OptionalPayment Plan you choose. These rates vary based on theAnnuitant’s settlement age and gender, and upon the settlementage and gender of a second person you designate (if applicable).Under such tables, the longer the life expectancy of theAnnuitant or the longer the period for which we guarantee tomake payments under the option, the smaller the amount thefirst variable income payment will be. After your first incomepayment, the dollar amount of your income payments will varybased on the investment performance of the Subaccount(s) inwhich you invest and the contract’s assumed interest rate.

The assumed interest rate is an assumption we make regardingthe investment performance of the Portfolios you select. This rateis simply the total return, after expenses, you need to keep yourvariable income payment level. We assume an effective annualrate of 3%. This means that if the annualized investmentperformance, after expenses, of your Subaccounts, measuredbetween the day that the last payment was made and the day onwhich we are calculating the new payment, is less than 3%, thenthe dollar amount of your variable income payment will decrease.Conversely, if the annualized investment performance, afterexpenses, of your Subaccounts, measured between the day that

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the last payment was made and the day on which we arecalculating the new payment, is greater than 3%, then the dollaramount of your income payments will increase.

We will make income payments monthly unless you elect toreceive payments quarterly, semi-annually or annually. Underthe monthly income benefit and all of the Optional PaymentPlans, if any payment made more frequently than annuallywould be or becomes less than $100, we reserve the right toreduce the frequency of payments to an interval that wouldresult in each payment being at least $100. If the annualpayment payable at maturity is less than $20, we will pay theSurrender Value in a lump sum. See the “Requesting Payments”provision of this prospectus. Upon making such a payment, wewill have no future obligation under the contract.

The amount of your income payments will depend on fourthings:

‰ Your Surrender Value on the Valuation Dayimmediately preceding your Maturity Date;

‰ The settlement age on the Maturity Date, and ifapplicable, the gender of the Annuitant;

‰ The specific payment plan you choose; and

‰ If you elect variable income payments, the investmentperformance of the Portfolios selected.

As provided in your contract, we may adjust the age used todetermine income payments and we may deduct premium taxesfrom your payments.

Optional Payment Plans

The following Optional Payment Plans are available under thecontract:

Optional Payment Plan 1 — Life Income with PeriodCertain. This option guarantees periodic monthlypayments for the lifetime of the payee with a minimumnumber of years of payments. If the payee lives longerthan the minimum period, payments will continue for hisor her life. The minimum period can be 10, 15, or 20 years.The payee selects the designated period. If the payee diesduring the minimum period, we will discount the amountof the remaining guaranteed payments at the same rateused in calculating income payments. We will pay thediscounted amount in a lump sum to the payee’s estate,unless otherwise provided.

Optional Payment Plan 2 — Income for a FixedPeriod. This option provides for periodic payments to bemade for a fixed period not longer than 30 years. Paymentscan be made annually, semi-annually, quarterly, or

monthly. If the payee dies, we will discount the amount ofthe remaining guaranteed payments to the date of thepayee’s death at the same rate used in calculating incomepayments. We will pay the discounted amount in a lumpsum to the payee’s estate, unless otherwise provided.

Optional Payment Plan 3 — Income of a DefiniteAmount. This option provides periodic payments of adefinite amount to be paid. Payments can be madeannually, semi-annually, quarterly, or monthly. Theamount paid each year must be at least $120 for each$1,000 of proceeds. Payments will continue until theproceeds are exhausted. The last payment will equal theamount of any unpaid proceeds. If the payee dies, we willpay the amount of the remaining proceeds with earnedinterest in a lump sum to the payee’s estate, unlessotherwise provided.

Optional Payment Plan 4 — Interest Income. Thisoption provides for periodic payments of interest earnedfrom the proceeds left with us. Payments can be madeannually, semi-annually, quarterly, or monthly. If thepayee dies, we will pay the amount of remaining proceedsand any earned but unpaid interest in a lump sum to thepayee’s estate, unless otherwise provided. This plan is notavailable to contracts issued as Qualified Contracts.

Optional Payment Plan 5 — Joint Life and SurvivorIncome. This option provides for us to make monthlypayments to two payees for a guaranteed minimum of10 years. Each payee must be at least 35 years old whenpayments begin. Payments will continue as long as eitherpayee is living. If both payees die before the end of theminimum period, we will discount the amount of theremaining payments for the 10-year period at the same rateused in calculating income payments. We will pay thediscounted amount in a lump sum to the survivor’s estate,unless otherwise provided.

If the payee is not a natural person, our consent must beobtained before selecting an Optional Payment Plan. Fixedincome payments, if selected, will begin on the date we receivedue proof of the Annuitant’s death, on surrender, or on theMaturity Date. Variable income payments will begin withinseven days after the date payments would begin under thecorresponding fixed option. Payments under Optional PaymentPlan 4 (Interest Income) will begin at the end of the first interestperiod after the date proceeds are otherwise payable.

All payments under Optional Payment Plan 2 (Income for aFixed Period), Optional Payment Plan 3 (Income of a DefiniteAmount) and Optional Payment Plan 4 (Interest Income) maybe redeemed by the payee upon written request to our HomeOffice. Payments made under Optional Payment Plan 1 (Life

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Income with Period Certain) and Optional Payment Plan 5(Joint Life and Survivor Income) are not redeemable. Ifpayments under Optional Payment Plans 2, 3 or 4 are variableincome payments, and a request for redemption is received ingood order, the payment will be made within seven days inaccordance with the “Surrenders and Partial Surrenders”provision. If payments under Optional Payment Plans 2, 3 or 4are fixed income payments, and a request for redemption isreceived in good order, the payment will generally be madewithin seven days, however, some states require us to reservethe right to defer payments from the Guarantee Account for upto six months from the date we receive the request for payment.

If your contract is a Qualified Contract, Optional Payment Plans2 and 3 may not satisfy minimum required distribution rules.Optional Payment Plan 4 is not available to contracts issued asQualified Contracts. Optional Payment Plan 5 may not satisfyrequired distribution rules for all designated beneficiaries.Consult a tax adviser before electing one of these options.

Variable Income Payments

The monthly amount of your first variable income payment willequal your Surrender Value on the Valuation Day immediatelypreceding your Maturity Date multiplied by the monthlypayment rate for the payment plan you choose (at an assumedinterest rate of 3%), divided by 1,000. We determine subsequentpayments based on Annuity Units.

On the Maturity Date, we determine the number of AnnuityUnits for each Subaccount. This number will not change unlessyou make a transfer. On the Maturity Date, the number ofAnnuity Units for a Subaccount is the portion of the firstpayment from that Subaccount divided by the Annuity Unitvalue for that Subaccount on the day the first payment is due.Each subsequent variable income payment will equal the sum ofpayments for each Subaccount. The payment for a Subaccountis the number of Annuity Units for that Subaccount times theAnnuity Unit value for that Subaccount seven days before themonthly anniversary of the Maturity Date.

Following the Maturity Date, the Annuity Unit value of eachSubaccount for any Valuation Period will equal the Annuity

Unit value for the preceding Valuation Period multiplied by theproduct of (a) and (b), where:

(a) is the net investment factor for the Valuation Periodfor which we are calculating the Annuity Unit value;and

(b) is an assumed interest rate factor equal to .99991902raised to a power equal to the number of days in theValuation Period.

The assumed interest rate factor in (b) above is the dailyequivalent of dividing by one plus the assumed investmentinterest rate of 3%. We may offer a plan that has a differentassumed investment interest rate. If we do, the assumed interestrate factor we use in (b) above would change.

Transfers After the Maturity Date

If we are making variable income payments, the payee maychange the Subaccounts from which we are making thepayments once each calendar year. The transfer will be effectiveas of the end of the Valuation Period during which we receivewritten request at our Home Office. However, we reserve theright to limit the number of transfers if necessary for thecontract to continue to be treated as an annuity under the Code.We also reserve the right to refuse to execute any transfer if anyof the Subaccounts that would be affected by the transfer isunable to purchase or redeem shares of the Portfolio in whichthe Subaccount invests or if the transfer would adversely affectAnnuity Unit values. If the number of Annuity Units remainingin a Subaccount after a transfer is less than 1, we will transferthe remaining balance in addition to the amount requested forthe transfer. We will not allow a transfer into any Subaccountunless the number of Annuity Units of that Subaccount after thetransfer is at least 1. The amount of the income payment as ofthe date of the transfer will not be affected by the transfer. Wewill not charge for transfers made after the Maturity Date.

We do not permit transfers between the Subaccounts and theGuarantee Account after the Maturity Date. We also do notpermit transfers in the Guarantee Account from one interest rateguarantee period to another interest rate guarantee period.

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TAX MATTERS

Introduction

This part of the prospectus discusses the federal income taxtreatment of the contract. The federal income tax treatment ofthe contract is complex and sometimes uncertain. The federalincome tax rules may vary with your particular circumstances.

This discussion is general in nature and is not intended as taxadvice. It does not address all of the federal income tax rulesthat may affect you and your contract. This discussion also doesnot address other federal tax consequences, or state or local taxconsequences, associated with a contract. As a result, youshould always consult a tax advisor about the application of taxrules to your individual situation.

Taxation of Non-Qualified Contracts

This part of the discussion describes some of the federalincome tax rules applicable to Non-Qualified Contracts. A Non-Qualified Contract is a contract not issued in connection with aqualified retirement plan receiving special tax treatment underthe Code, such as an individual retirement annuity or a Section401(k) plan.

Tax deferral on earnings. The federal income tax lawgenerally does not tax any increase in an owner’s ContractValue until there is a distribution from the contract. However,certain requirements must be satisfied in order for this generalrule to apply, including:

‰ an individual must own the contract (or the tax law musttreat the contract as owned by an individual);

‰ the investments of the Separate Account must be“adequately diversified” in accordance with InternalRevenue Service (“IRS”) regulations;

‰ the owner’s right to choose particular investments for acontract must be limited; and

‰ the contract’s Maturity Date must not occur near the endof the Annuitant’s life expectancy.

Contracts not owned by an individual — no tax deferraland loss of interest deduction. As a general rule, the Codedoes not treat a contract that is owned by an entity (rather thanan individual) as an annuity contract for federal income taxpurposes. The entity owning the contract generally pays taxeach year on the annual increase in Contract Value. Contractsissued to a corporation or a trust are examples of contractswhere the owner is currently taxed on the contract’s earnings.

There are several exceptions to this rule. For example, the Codetreats 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 anindividual. However, this exception does not apply in the caseof any employer that owns a contract to provide non-qualifieddeferred compensation for its employees.

In the case of a contract issued after June 8, 1997 to a taxpayerthat is not an individual, or a contract held for the benefit of anentity, the entity will lose its deduction for a portion of itsotherwise deductible interest expenses. This disallowance doesnot apply if the non-natural owner pays tax on the annualincrease in the Contract Value. Entities that are consideringpurchasing the contract, or entities that will benefit fromsomeone else’s ownership of a contract, should consult a taxadviser.

Investments in the Separate Account must bediversified. For a contract to be treated as an annuity contractfor federal income tax purposes, the investments of the SeparateAccount must be “adequately diversified.” The IRS has issuedregulations that prescribe standards for determining whether theinvestments of the Separate Account, including the assets ofeach Portfolio in which the Separate Account invests, areadequately diversified. If the Separate Account fails to complywith these diversification standards, the owner could berequired to pay tax for the year of such failure and eachsubsequent year on the untaxed income accumulated in thecontract.

Although we do not control the investments of all of the Funds,we expect that the Funds will comply with the IRS regulationsso that the Separate Account will be considered “adequatelydiversified.”

Restrictions on the extent to which an owner can direct theinvestment of assets. In some circumstances, owners ofvariable contracts who possess excessive control over theinvestment of the underlying separate account assets may betreated as the owners of those assets and may be subject to taxcurrently on income and gains produced by those assets.Although published guidance in this area does not addresscertain aspects of the contract, we believe that the owner of acontract should not be treated as the owner of the separateaccount assets. We reserve the right to modify the contract tobring it into conformity with applicable standards should suchmodification be necessary to prevent an owner of the contractfrom being treated as the owner of the underlying separateaccount assets. However, there is no assurance such effortswould be successful.

Age at which income payments must begin. Federal incometax rules do not expressly identify a particular age by whichincome payments must begin. However, those rules do requirethat an annuity contract provide for amortization, through income

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payments, of the contract’s premiums paid and earnings. Webelieve that these rules are satisfied by providing guaranteedannuity purchase rates in the contract that the owner may exerciseat any time after the first policy year. If income payments beginor are scheduled to begin at a date that the IRS determines doesnot satisfy these rules, interest and gains under the contract couldbe taxable each year as they accrue.

No guarantees regarding tax treatment. We make noguarantees regarding the tax treatment of any contract or of anytransaction involving a contract. However, the remainder of thisdiscussion assumes that your contract will be treated as anannuity contract for federal income tax purposes and that the taxlaw will not impose tax on any increase in your Contract Valueuntil there is a distribution from your contract.

Partial and full surrenders. A partial surrender occurs whenyou receive less than the total amount of the Surrender Value. Inthe case of a partial surrender, you will pay tax on the amountyou receive to the extent your Contract Value before the partialsurrender exceeds your “investment in the contract.” (This termis explained below.) This income (and all other income fromyour contract) is ordinary income. The Code imposes a higherrate of tax on ordinary income than it does on capital gains.

A full surrender occurs when you receive the total amount ofthe Surrender Value. In the case of a full surrender, you willgenerally pay tax on the amount you receive to the extent itexceeds your “investment in the contract.”

Your “investment in the contract” generally equals the total ofyour premium payments under the contract, reduced by anyamounts you previously received from the contract that you didnot include in your income.

Your contract imposes charges relating to the death benefit,including any death benefit received due to an optional rider. Itis possible that all or a portion of these charges could be treatedas a partial surrender(s) from the contract.

In the case of Systematic Withdrawals, the amount of eachSystematic Withdrawal should be considered a distribution andtaxed in the same manner as a partial surrender from thecontract.

Assignments and pledges. The Code treats any assignment orpledge of (or agreement to assign or pledge) any portion of yourContract Value as a partial surrender of such amount or portion.

Gifting a contract. If you transfer ownership of yourcontract — without receiving a payment equal to your ContractValue — to a person other than your spouse (or to your formerspouse incident to divorce), you will pay tax on your ContractValue 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 income payments. The Code imposes tax on aportion of each income payment (at ordinary income tax rates)and treats a portion as a nontaxable return of your “investmentin the contract.” We will notify you annually of the taxableamount of your income payment.

Pursuant to the Code, you will pay tax on the full amount ofyour income payments once you have recovered the totalamount of the “investment in the contract.” If income paymentscease because of the death of the Annuitant and before the totalamount of the “investment in the contract” has been recovered,the unrecovered amount generally will be deductible.

If proceeds are left with us (Optional Payment Plan 4), they aretaxed in the same manner as a surrender. The owner must paytax currently on the interest credited on these proceeds. Thistreatment could also apply to Optional Payment Plan 3depending on the relationship of the amount of the periodicpayments to the period over which they are paid.

Taxation of the death benefits. We may distribute amountsfrom your contract because of the death of an owner, a jointowner, or an Annuitant. The tax treatment of these amountsdepends on whether the owner, joint owner, or Annuitant diesbefore or after the Maturity Date.

Taxation of Death Benefit if Paid Before the Maturity Date.

‰ The death benefit is taxed to the designated beneficiaryin the same manner as an income payment would havebeen taxed to the owner if received under an OptionalPayment Plan.

‰ If not received under an Optional Payment Plan, thedeath benefit is taxed to the designated beneficiary inthe same manner as a surrender or a partial surrenderwould have been taxed to the owner, depending on themanner in which the death benefit is paid.

Taxation of Death Benefit if Paid After the Maturity Date.

‰ The death benefit is includible in income to the extentthat it exceeds the unrecovered “investment in thecontract.”

Penalty taxes payable on partial surrenders, surrenders, orincome payments. The Code may impose a penalty tax equalto 10% of the amount of any payment from your contract that isincluded in your gross income. The Code does not impose the10% penalty tax if one of several exceptions applies. Theseexceptions include partial and total surrenders, or incomepayments that:

‰ you receive on or after you reach age 591⁄2;

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‰ you receive because you became disabled (as defined inthe tax law);

‰ a beneficiary receives on or after the death of an owner; or

‰ you receive as a series of substantially equal periodicpayments (not less frequently than annually) made forthe life (or life expectancy) of the taxpayer.

Systematic Withdrawals may qualify for this last exception ifstructured in accordance with IRS guidelines. If they do, anymodification of the Systematic Withdrawals, includingadditional partial surrenders apart from the SystematicWithdrawals, could result in certain adverse tax consequences.In addition, purchase payments or transfers among theSubaccounts may result in payments not qualifying for thisexception.

Other exceptions may be applicable under certain circumstancesand special rules may be applicable in connection with theexceptions enumerated above. You should consult a tax adviserwith regard to exceptions from the penalty tax.

Medicare Tax. Distributions from Non-Qualified Contractswill be considered “investment income” for purposes of theMedicare tax on investment income. Thus, in certaincircumstances, a 3.8% tax may be applied to some or all of thetaxable portion of distributions (e.g. earnings) to individualswhose income exceeds certain threshold amounts. Pleaseconsult a tax adviser for more information.

Special rules if you own more than one contract. In certaincircumstances, you may have to combine some or all of theNon-Qualified Contracts you own in order to determine theamount of an income payment, a full surrender, or a partialsurrender that you must include in income. For example:

‰ if you purchase a contract described by this prospectusand also purchase at approximately the same time animmediate annuity, the IRS may treat the two contractsas one contract;

‰ if you purchase two or more deferred annuity contractsfrom the same life insurance company (or its affiliates)during any calendar year, the Code treats all suchcontracts as one contract for certain purposes.

The effects of such aggregation are not clear. However, it couldaffect:

‰ the amount of a surrender or an income payment thatyou must include in income; and

‰ the amount that might be subject to a penalty tax.

Section 1035 Exchanges

Under Section 1035 of the Code, the exchange of one annuitycontract for another annuity contract generally is not taxed(unless cash is distributed). To qualify as a nontaxable exchangehowever, certain conditions must be satisfied, e.g., theobligee(s) under the new annuity contract must be the sameobligee(s) as under the original contract. We do not permit anowner to partially exchange this contract for another annuitycontract.

If this contract has been purchased in whole or part byexchanging part of a life insurance or annuity contract, certainsubsequent transactions may cause the IRS to retrospectivelytreat the partial Section 1035 exchange as taxable. We intend toadminister the contract without regard to the partiallyexchanged funding contract and disclaim any responsibility formonitoring events that could cause the IRS to examine thecompleted partial Section 1035 exchange. Ownerscontemplating any transaction, involving this contract or apartially exchanged contract funding this contract, within 180days of a partial Section 1035 exchange are strongly advised toconsult a tax adviser.

Under the death of a non-spousal joint owner, the contractprovides the surviving joint owner with the option of using theproceeds of this contract to purchase a separate annuity contractwith terms and values that are substantially similar to those ofthis contract. Exercise of this option generally will not qualifyas a tax-free exchange under Section 1035.

Beginning in 2010, the owner may exchange the contract underSection 1035 of the Code for a long-term care contract. Webelieve that the provisions of the Pension Protection Act of2006 establishing annuity to long-term care Section 1035exchanges would permit the owner to exchange a portion of thecontract to pay the annual or other periodic premium for a long-term care contract issued by us or another insurance company.The IRS has issued limited guidance on such transactions,including on the allocation of basis that would be required toeffect them. It is possible that the IRS could take a narrow viewof the 2006 legislation and under certain circumstances treatpartial Section 1035 exchanges to pay long-term care premiumsas taxable withdrawals from the contract. Currently, we do notpermit an owner to partially exchange this contract to purchasea long-term care contract or pay long-term care premiums. If allor a portion of the contract is used to purchase long-term careinsurance in a Section 1035 exchange, the amount so usedrepresenting income on the contract would not be tax-deductibleas a medical expense and the amount so used representinginvestment in the contract may not be tax-deductible as amedical expense. Any owner contemplating the use of the

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contract to fund long-term care insurance or long-term careexpenses should consult a tax adviser.

Qualified Retirement Plans

We also designed the contracts for use in connection withcertain types of retirement plans that receive favorable treatmentunder the Code. Contracts issued to or in connection withretirement plans that receive special tax treatment are called“Qualified Contracts.” We may not offer all of the types ofQualified Contracts described herein, in the future. Prospectivepurchasers should contact our Home Office for information onthe availability of Qualified Contracts at any given time.

The federal income tax rules applicable to qualified retirementplans are complex and varied. As a result, this prospectus makesno attempt to provide more than general information about useof the contract with the various types of qualified retirementplans. Persons intending to use the contract in connection with aqualified retirement plan should obtain advice from a taxadviser.

The contract includes attributes such as tax deferral onaccumulated earnings. Qualified retirement plans provide theirown tax deferral benefit. The purchase of this contract as aninvestment of a qualified retirement plan does not provideadditional tax deferral benefits beyond those provided in thequalified retirement plan. If you are purchasing this contract as aQualified Contract, you should consider purchasing thiscontract for its death benefits, income benefits and other non-taxbenefits. Please consult a tax adviser for information specific toyour circumstances in order to determine whether this contractis an appropriate investment for you.

Types of Qualified Contracts. The types of QualifiedContracts currently being offered include:

‰ Traditional Individual Retirement Annuities (IRAs)permit individuals to make annual contributions of up tothe lesser of a specified dollar amount for the year or theamount of compensation includible in the individual’sgross income for the year. Certain employers mayestablish Simplified Employee Pensions (SEPs), whichhave higher contribution limits, on behalf of theiremployees. The Internal Revenue Service has notreviewed the contract for qualification as an IRA, andhas not addressed in a ruling of general applicabilitywhether death benefits such as those in the contractcomport with IRA qualification requirements.

‰ Roth IRAs permit certain eligible individuals to makenon-deductible contributions to a Roth IRA.Distributions from a Roth IRA generally are not taxed,except that, once aggregate distributions exceed

contributions to the Roth IRA, income tax and a 10%IRS penalty tax may apply to distributions made: (1)before age 59½ (subject to certain exceptions); or (2)during the five taxable years starting with the year inwhich the first contribution is made to any Roth IRA. A10% penalty may apply to amounts attributable to aconversion from an IRA if they are distributed duringthe five taxable years beginning with the year in whichthe conversion was made.

‰ Traditional individual retirement accounts and Rothindividual retirement accounts have the samecontribution limits and tax treatment of distributions asthe corresponding type of individual retirement annuity,discussed above. The contract may be owned by thecustodian or trustee of an individual retirement accountestablished for the benefit of the Annuitant. Only theowner, acting through its authorized representative(s),may exercise contract rights. When held by an individualretirement account, the contract is not issued as anindividual retirement annuity or administered as such byus. Annuitants must look to the custodian or trustee, ascontract owner, for satisfaction of their rights to benefitsunder the terms of the individual retirement account.

‰ Corporate pension and profit-sharing plans underSection 401(a) of the Code allow corporate employersto establish various types of retirement plans foremployees, and self-employed individuals to establishqualified plans (“H.R. 10 or Keough plans”) forthemselves and their employees.

‰ 403(b) Plans allow employees of certain tax-exemptorganizations and public schools to exclude from theirgross income the premium payments made, withincertain limits, to a contract that will provide an annuityfor the employee’s retirement. Distributions of: (1)salary reduction contributions made in years beginningafter December 31, 1988; (2) earnings on thosecontributions; and (3) earnings on amounts held as ofthe last year beginning before January 1, 1989, are notallowed prior to age 59½, severance from employment,death or disability. Salary reduction contributions (butnot earnings) may also be distributed upon hardship, butwould generally be subject to a 10% IRS penalty tax.Under recent IRS regulations we are obligated to shareinformation concerning certain contract transactionswith the employer sponsoring the 403(b) plan in whichthe owner is participating and possibly other productproviders. We generally are required to confirm, withyour 403(b) plan sponsor or otherwise, that thesetransactions comply with applicable tax requirementsand to decline requests that are not in compliance.

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Terms of qualified retirement plans and QualifiedContracts. The terms of a qualified retirement plan mayaffect your rights under a Qualified Contract. When issued inconnection with a qualified retirement plan, we will amend acontract as generally necessary to conform to the requirementsof the type of plan. However, the rights of any person to anybenefits under qualified retirement plans may be subject to theterms and conditions of the plans themselves, regardless of theterms and conditions of the contract. In addition, we are notbound by the terms and conditions of qualified retirement plansto the extent such terms and conditions contradict the contract,unless we consent.

Employer qualified plans. Qualified plans sponsored by anemployer or employee organization are governed by theprovisions of the Code and the Employee Retirement IncomeSecurity Act, as amended (“ERISA”). ERISA is administeredprimarily by the U.S. Department of Labor. The Code andERISA include requirements that various features be containedin an employer qualified plan with respect to: participation;vesting; funding; nondiscrimination; limits on contributions andbenefits; distributions; penalties; duties of fiduciaries; prohibitedtransactions; withholding; reporting and disclosure.

In the case of certain qualified plans, if a participant is marriedat the time benefits become payable, unless the participantelects otherwise with written consent of the spouse, the benefitsmust be paid in the form of a qualified joint and survivorannuity. A qualified joint and survivor annuity is an annuitypayable for the life of the participant with a survivor annuity forthe life of the spouse in an amount that is not less than one-halfof the amount payable to the participant during his or herlifetime. In addition, a married participant’s beneficiary must bethe spouse, unless the spouse consents in writing to thedesignation of a different beneficiary.

If this contract is purchased as an investment of a qualified plan,the owner will be either an employee benefit trust or the plansponsor. Plan participants and beneficiaries will have noownership rights in the contract. Only the owner, acting throughits authorized representative(s) may exercise contract rights.Participants and beneficiaries must look to the plan fiduciariesfor satisfaction of their rights to benefits under the terms of thequalified plan.

Where a contract is purchased by an employer-qualified plan,we assume no responsibility regarding whether the contract’sterms and benefits are consistent with the requirements of theCode and ERISA. It is the responsibility of the employer, plantrustee, plan administrator and/or other plan fiduciaries tosatisfy the requirements of the Code and ERISA applicable tothe qualified plan. This prospectus does not provide detailed taxor ERISA information. Various tax disadvantages, including

penalties, may result from actions that conflict withrequirements of the Code or ERISA, and the regulationspertaining to those laws. Federal tax laws and ERISA arecontinually under review by Congress. Any changes in the lawsor in the regulations pertaining to the laws may affect the taxtreatment of amounts contributed to employer qualified plansand the fiduciary actions required by ERISA.

IRAs and Roth IRAs. The Code permits individuals to makeannual contributions to IRAs of up to the lesser of a specifieddollar amount for the year or the amount of compensationincludible in the individual’s gross income for the year. Thecontributions may be deductible in whole or in part, dependingon the individual’s income. The Code also permits certaineligible individuals to make non-deductible contributions to aRoth IRA in cash or as a rollover or transfer from another RothIRA or other IRA. A rollover from or conversion of an IRA to aRoth IRA is generally subject to tax. You should consult a taxadviser before combining any converted amounts with anyother Roth IRA contributions, including any other conversionamounts from other tax years.

The Internal Revenue Service has not reviewed the contractfor qualification as an IRA, and has not addressed in aruling of general applicability whether a death benefitprovision such as the provision in this contract comportswith IRA qualification requirements. We may, however,endorse the contract to satisfy the IRA or Roth IRAqualification rules and submit the endorsement to the IRSfor approval as to form. If you purchased the contract withsuch an endorsement, the accompanying disclosurestatement will indicate the status of the endorsement’sapproval under the IRS IRA Prototype Program.

You will be the owner of a contract issued as an IRA or RothIRA, and will be responsible for exercising your rights as ownerin accordance with applicable tax rules, including limitations forcontributions and distributions. The contract may also be held inan IRA custodial account or trust as an investment. In that eventthe custodian or trustee, with your cooperation, is responsiblefor satisfaction of the IRA qualification requirements. We haveno responsibility beyond that pertaining to nonqualifiedcontracts for contracts held in an IRA account or trust.

The death benefit and Qualified Contracts. Pursuant to IRSregulations, IRAs and 403(b) Plans may not invest in lifeinsurance contracts. We do not believe that these regulationsprohibit the death benefit, described in this prospectus,including that provided by any death benefit rider option, frombeing provided under the contracts when we issue the contractsas Traditional IRAs, Roth IRAs, SEPs or 403(b) Plans.However, the law is unclear and it is possible that the presenceof the death benefit under a contract issued as a Traditional

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IRA, Roth IRA or a SEP could disqualify a contract and resultin increased taxes to the owner.

It is also possible that the death benefit could be characterizedas an incidental death benefit. If the death benefit were socharacterized, this could result in currently taxable income topurchasers. In addition, there are limitations on the amount ofincidental death benefits that may be provided under qualifiedretirement plans, such as in connection with a Section 403(b)plan.

Treatment of Qualified Contracts compared with Non-Qualified Contracts. Although some of the federal incometax rules are the same for both Qualified and Non-QualifiedContracts, many of the rules are different. For example:

‰ the Code generally does not impose tax on the earningsunder either Qualified or Non-Qualified Contracts untilthe earnings are distributed;

‰ the Code does not limit the amount of premiumpayments and the time at which premium payments canbe made under Non-Qualified Contracts. However, theCode does limit both the amount and frequency ofpremium payments made to Qualified Contracts;

‰ the Code does not allow a deduction for premiumpayments made for Non-Qualified Contracts, butsometimes allows a deduction or exclusion from incomefor premium payments made to a Qualified Contract;

‰ Under most qualified retirement plans, the owner mustbegin receiving payments from the contract in certainminimum amounts by a certain date, generally April 1of the calendar year following the calendar year inwhich the owner attains age 72 for Traditional IRAs andSEPs and April 1 of the calendar year following thelater of the calendar year in which the employee (exceptfor a 5 percent owner) retires or attains age 72 for otherQualified Contracts. The actuarial value of certainbenefit guarantees, such as guaranteed withdrawalbenefits, and certain death benefits may be includedwith the contract’s cash value in determining therequired minimum distribution amount. The presence ofsuch living benefits and death benefits may require theowner to withdraw a larger amount each year thanwould be required based only on the contract value. Weare required to annually determine and report to theowner the fair market value for traditional individualretirement annuities while the owner is alive. Thiscomputation is based in part on future economicperformance and conditions and is made under theguidance of our actuarial department in accordance withincome tax regulations and guidelines published by theSociety of Actuaries. It is possible that, using different

assumptions or methodologies, the amount required tobe withdrawn would be more or less than the amountwe report to you as the required minimum distribution.Roth IRAs do not require any distributions during theowner’s lifetime. The death benefit under your contractmay increase the amount of the minimum requireddistribution that must be taken from your contract.

The federal income tax rules applicable to qualified retirementplans and Qualified Contracts vary with the type of plan andcontract. For example, federal tax rules limit the amount ofpremium payments that can be made, and the tax deduction orexclusion that may be allowed for the premium payments.These limits vary depending on the type of qualified retirementplan and the circumstances of the plan participant, e.g., theparticipant’s compensation.

Amounts received under Qualified Contracts. Federalincome tax rules generally include distributions from aQualified Contract in your income as ordinary income.Premium payments that are deductible or excludible fromincome do not create “investment in the contract.” Thus, undermany Qualified Contracts there will be no “investment in thecontract” and you include the total amount you receive in yourincome. There are exceptions. For example, you do not includeamounts received from a Roth IRA if certain conditions aresatisfied. In addition, failure to comply with the minimumdistribution rules applicable to certain qualified retirementplans, will result in the imposition of an excise tax. This excisetax generally equals 50% of the amount by which a minimumrequired distribution exceeds the actual distribution from thequalified retirement plan. Please note important changes to therequired minimum distribution rules. Under IRAs and definedcontribution retirement plans, most non-spouse beneficiarieswill no longer be able to satisfy these rules by “stretching”payouts over life. Instead, those beneficiaries will have to taketheir post-death distributions within ten years. Certainexceptions apply to “eligible designated beneficiaries,” whichinclude disabled and chronically ill individuals, individuals whoare ten or less years younger than the deceased individual, andchildren who have not reached the age of majority. This changeapplies to distributions to designated beneficiaries of individualswho die on and after January 1, 2020. Consult a tax adviser ifyou are affected by these new rules.

Federal penalty taxes payable on distributions. The Codemay impose a penalty tax equal to 10% of the amount of anypayment from your Qualified Contract that is includible in yourincome. The Code does not impose the penalty tax if one ofseveral exceptions apply. The exceptions vary depending on thetype of Qualified Contract you purchase. For example, in the

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case of an IRA, exceptions provide that the penalty tax does notapply to a partial surrender, surrender, or income payment:

‰ received on or after the owner reaches age 591⁄2;‰ 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 periodicpayments (not less frequently than annually) made forthe life (or life expectancy) of the taxpayer; or

‰ received as reimbursement for certain amounts paid formedical care.

These exceptions, as well as certain others not described here,generally apply to taxable distributions from other qualifiedretirement plans. However, the specific requirements of theexception may vary.

On March 27, 2020, Congress passed the Coronavirus Aid,Relief and Economic Security Act (the “CARES Act”). Amongother provisions, the CARES Act includes temporary relieffrom certain tax rules applicable to Qualified Contracts,including rules related to required minimum distributions andretirement plan distributions. If you have been taking or plan totake distributions, including required minimum distributions,from an IRA or other qualified plan, you should consult with atax adviser to determine how the CARES Act may impact yoursituation.

Moving money from one Qualified Contract or qualifiedretirement plan to another. Rollovers and transfers: Inmany circumstances, you may move money between QualifiedContracts and qualified retirement plans by means of a rolloveror a transfer. Special rules apply to such rollovers and transfers.

The IRS has re-examined a longstanding interpretation of theIRA rollover rules. Beginning in 2015, an IRA owner maymake only one rollover in a 12 month period to avoid beingtaxed on distributions received during that period from all of hisor her IRAs (including Roth IRAs). The rule does not apply todirect transfers between IRA issuers or custodians. If you havereceived an IRA distribution and are contemplating making arollover contribution, you should consult a tax adviser.

If you do not follow the applicable rules, you may sufferadverse federal income tax consequences, including payingtaxes which you might not otherwise have had to pay. Youshould always consult a qualified tax adviser before you moveor attempt to move assets between any Qualified Contract orplan and another Qualified Contract or plan. If your contractwas issued pursuant to a 403(b) plan, we generally are requiredto confirm, with your 403(b) plan sponsor or otherwise, thatsurrenders or transfers you request comply with applicable taxrequirements and to decline requests that are not in compliance.

Direct rollovers: The direct rollover rules apply to certainpayments (called “eligible rollover distributions”) from Section401(a) plans, Section 403(b) plans, H.R. 10 plans and QualifiedContracts used in connection with these types of plans. Thedirect rollover rules do not apply to distributions from IRAs.The direct rollover rules require federal income tax equal to20% of the taxable portion of an eligible rollover distribution tobe withheld from the amount of the distribution, unless theowner elects to have the amount directly transferred to certainQualified Contracts or plans. Certain restrictions apply to theability to rollover any after-tax amounts.

Prior to receiving an eligible rollover distribution from us, wewill provide you with a notice explaining these requirementsand the procedure for avoiding 20% withholding by electing adirect rollover.

IRA conversions: If this contract is issued as an IRA, youmay convert the contract to a Roth IRA. If you do so, the fairmarket value of your contract will be treated as a distributionfrom your IRA. This fair market value will include thecontract’s cash value together with the actuarial value of certainbenefit guarantees, such as certain death benefits. Thiscomputation is based in part on future economic performanceand conditions and is made under the guidance of our actuarialdepartment in accordance with income tax regulations. Themethodology followed is similar to that used to determine theactuarial value of such benefit guarantees for required minimumdistribution purposes, as described above in the “Treatment ofQualified Contracts compared with Non-Qualified Contracts”section. We will determine and report the fair market value ofyour contract to you and the Internal Revenue Service to satisfyour reporting obligations using assumptions and calculationmethodologies based on our interpretation of the Code. It ispossible that, using different assumptions or methodologies,your actual tax liability would be more or less than the incomereported by us. You should always consult a tax adviser beforeyou convert an IRA to a Roth IRA.

Federal Income Tax Withholding

We will withhold and remit to the IRS a part of the taxableportion of each distribution made under a contract unless thedistributee notifies us at or before the time of the distributionthat he or she elects not to have any amounts withheld. Incertain circumstances, federal income tax rules may require usto withhold tax. At the time you request a partial or totalsurrender, or income payment, we will send you forms thatexplain the withholding requirements.

See the “Annuity Purchases by Nonresident Aliens and ForeignCorporations” section below for special withholding rulesapplicable to payees other than U.S. citizens or residents and topayments made overseas.

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State Income Tax Withholding

If required by the law of your state, we will also withhold stateincome tax from the taxable portion of each distribution madeunder the contract, unless you make an available election toavoid withholding. If permitted under state law, we will honoryour request for voluntary state withholding.

Tax Status of the Company

Under existing federal income tax laws, we do not pay tax oninvestment income and realized capital gains of the SeparateAccount. We do not anticipate that we will incur any federalincome tax liability on the income and gains earned by theSeparate Account. We, therefore, do not impose a charge forfederal income taxes. If federal income tax law changes and wemust pay tax on some or all of the income and gains earned bythe Separate Account, we may impose a charge against theSeparate Account to pay the taxes.

Federal Estate, Gift and Generation-SkippingTransfer Taxes

While no attempt is being made to discuss in detail the Federalestate tax implications of the contract, a purchaser should keepin mind that the value of an annuity contract owned by adecedent and payable to a beneficiary who survives thedecedent is included in the decedent’s gross estate. Dependingon the terms of the annuity contract, the value of the annuityincluded in the gross estate may be the value of the lump sumpayment payable to the designated beneficiary or the actuarialvalue of the payments to be received by the beneficiary. Consultan estate planning advisor for more information.

Under certain circumstances, the Code may impose ageneration-skipping (“GST”) tax when all or part of an annuitycontract is transferred to, or a death benefit is paid to, anindividual two or more generations younger than the Owner.Regulations issued under the Code may require us to deduct thetax from your Contract, or from any applicable payment, andpay it directly to the IRS.

The potential application of these taxes underscores theimportance of seeking guidance from a qualified adviser to helpensure that your estate plan adequately addresses your needsand those of your beneficiaries under all possible scenarios.

Definition of Spouse Under Federal Law

The contract provides that upon your death, a surviving spousemay have certain continuation rights that he or she may elect toexercise for the contract’s death benefit. All contract provisionsrelating to spousal continuation are available only to a person

who meets the definition of “spouse” under federal law. TheU.S. Supreme Court has held that same-sex marriages must bepermitted under state law and that marriages recognized understate law will be recognized for federal law purposes. Domesticpartnerships and civil unions that are not recognized as legalmarriages under state law, however, will not be treated asmarriages under federal law. Consult a tax adviser for moreinformation on this subject.

Annuity Purchases by Residents of Puerto Rico

The IRS has announced that income received by residents ofPuerto Rico under life insurance or annuity contracts issued by aPuerto Rico branch of a United States life insurance company isU.S.-source income that is generally subject to United Statesfederal income tax.

Annuity Purchases by Nonresident Aliens andForeign Corporations

The discussion above provides general information regardingU.S. federal income tax consequences to annuity purchasers thatare U.S. citizens or residents. Purchasers (and beneficiaries) thatare not U.S. citizens or residents will generally be subject toU.S. federal withholding tax on taxable distributions fromannuity contracts at a 30% rate, unless a lower treaty rateapplies. In addition, such purchasers may be subject to stateand/or municipal taxes and taxes that may be imposed by thepurchaser’s country of citizenship or residence. Specialwithholding rules apply to entity purchasers (including foreigncorporations, partnerships, and trusts) that are not U.S.residents. We reserve the right to make all payments due toowners or beneficiaries directly to such persons and shall not beobligated to pay any foreign financial institution on behalf ofany individual. Prospective purchasers are advised to consultwith a qualified tax adviser regarding U.S. state, and foreigntaxation with respect to an annuity contract purchase.

Foreign Tax Credits

We may benefit from any foreign tax credits attributable totaxes paid by certain funds to foreign jurisdictions to the extentpermitted under federal tax law.

Changes in the Law

This discussion is based on the Code, IRS regulations, andinterpretations existing on the date of this prospectus. Congress,the IRS, and the courts may modify these authorities, however,sometimes retroactively.

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REQUESTING PAYMENTS

To request a payment, you must provide us with notice in aform satisfactory to us. We will ordinarily pay any partialsurrender or full surrender proceeds from the Separate Accountwithin seven days after receipt at our Home Office of a requestin good order. We will also ordinarily make payment of lumpsum death benefit proceeds from the Separate Account withinseven days from receipt of due proof of death and all requiredforms. We will determine payment amounts as of the end of theValuation Period during which our Home Office receives thepayment request or due proof of death and all required forms.

In most cases, when we pay the death benefit in a lump sum, wewill pay these proceeds to your designated beneficiary directlyin the form of a check. We may also provide your designatedbeneficiary the option to establish an interest bearing draftaccount, called the “Secure Access Account,” in the amount ofthe death benefit.

When establishing the Secure Access Account we will send thedesignated beneficiary a draft account book within seven daysafter we receive all the required documents, and the designatedbeneficiary will have immediate access to the account simplyby writing a draft for all or any part of the amount of the deathbenefit payment. Any interest credited to amounts in the SecureAccess Account is currently taxable to the designatedbeneficiary.

The Secure Access Account is part of our General Account. It isnot a bank account and it is not insured by the FDIC or anyother government agency. As part of our General Account, it issubject to the claims of our creditors. We receive a benefit fromall amounts left in the Secure Access Account.

We require a positive election from the designated beneficiaryto establish the Secure Access Account for the designatedbeneficiary. The Secure Access Account is not available in allstates. We may discontinue offering the Secure Access Accountat any time, for any reason and without notice.

We will delay making a payment from the Subaccount orapplying Subaccount Value to a payment plan if:

(1) the disposal or valuation of the Subaccount is notreasonably practicable because:

‰ the SEC declares that an emergency exists (due tothe emergency the disposal or valuation of theSubaccount’s assets is not reasonably practicable);

‰ the New York Stock Exchange is closed for otherthan a regular holiday or weekend;

‰ trading is restricted by the SEC; or

(2) the SEC, by order, permits postponement of paymentto protect our owners.

In addition, if, pursuant to SEC rules, a money market fund thata subaccount invests in suspends payment of redemptionproceeds in connection with a liquidation of that fund, we willdelay payment of any transfer, partial withdrawal, surrender,loan, or death benefit from the subaccount until the fund isliquidated.

State law requires that we reserve the right to defer paymentsfrom the Guarantee Account for a surrender or partial surrenderfor up to six months from the date we receive your paymentrequest. We also may defer making any payments attributableto a check or draft that has not cleared until we are satisfied thatthe check or draft has been paid by the bank on which it isdrawn.

If mandated under applicable law, we may be required to rejecta premium payment and/or block an owner’s account andthereby refuse any requests for transfers, partial withdrawals,surrenders, or death benefits until instructions are received fromthe appropriate regulators. We also may be required to provideadditional information about you or your account to governmentregulators.

DISTRIBUTION OF THE CONTRACTS

This contract is no longer offered or sold. However, the followingsection provides detail concerning the manner in which contractswere sold and the compensation arrangements applicable to thosesales. Although certain compensation practices no longer apply(e.g., no commissions are paid in connection with new contractsales because such sales have been suspended), certain of thecompensation practices remain relevant to in-force contracts.Most notably, selling firms continue to be compensated withrespect to subsequent purchase payments made under the in-forcecontracts.

We have entered into an underwriting agreement with CapitalBrokerage Corporation for the distribution of the contracts.Pursuant to this agreement, Capital Brokerage Corporation servesas principal underwriter for the contracts. The contracts are nolonger issued for new sales, although new premium paymentsmay be made by existing contract owners under the terms of thecontract. Capital Brokerage Corporation is located at 6620 WestBroad Street, Building 2, Richmond, Virginia 23230.

Capital Brokerage Corporation was organized as a corporationunder the laws of the State of Washington in 1981 and is anaffiliate of ours. Capital Brokerage Corporation is registered asa broker-dealer with the SEC under the Securities Exchange Actof 1934, as well as with the securities commission in the states

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in which it operates and is a member of the Financial IndustryRegulatory Authority (“FINRA”) (formerly, the NASD).

Capital Brokerage Corporation offered the contracts through itsregistered representatives who are registered with FINRA andwith the states in which they do business. More informationabout Capital Brokerage Corporation and the registeredrepresentatives is available at http://www.finra.org or by calling(800) 289-9999. You also can obtain an investor brochure fromFINRA Regulation describing its Public Disclosure Program.Registered representatives with Capital Brokerage Corporationare also licensed as insurance agents in the states in which theydo business and are appointed with us.

Capital Brokerage Corporation also entered into sellingagreements with an affiliated broker-dealer and unaffiliatedbroker-dealers to sell the contracts (although these contracts areno longer offered for new sales). The registered representativesof the selling firms were (and still may be) registered withFINRA and the states in which they do business, are (or werewhen the contracts were sold) licensed as insurance agents inthe state in which they do business and are (or were when thecontracts were sold) appointed with us.

When the contracts were sold, we paid compensation to CapitalBrokerage Corporation. This compensation consisted of a salescommission to both the wholesaler of Capital BrokerageCorporation and the brokerage firm of the registeredrepresentative who sold you your contract. The maximumcommission paid to Capital Brokerage Corporation for thisaggregate compensation was 8.0% of your aggregate premiumpayments. Compensation may still be paid for any subsequentpremium payments received.

The maximum commission consists of three parts —commissions paid to internal and external wholesalers ofCapital Brokerage Corporation (“wholesalers” are individualsemployed by the Company and registered with CapitalBrokerage Corporation that promote the offer and sale of thecontracts), commissions paid to the affiliated and unaffiliatedbrokerage firms (“selling firms”) that employ the registeredrepresentative who sold your contract is employed, and anamount paid to the selling firm for marketing allowances.Wholesalers with Capital Brokerage Corporation each mayreceive a maximum commission of 0.5% of premium payments.

After commission is paid to the wholesalers of CapitalBrokerage Corporation, a commission is then paid to the sellingfirm. A maximum commission of 6.5% of premium paymentsis paid to the selling firm. The exact amount of commissionpaid to the registered representative who sold you your contractis determined by the brokerage firm that employs therepresentative.

All selling firms receive commissions as described above basedon the sale of, and receipt of premium payments, on thecontract. Unaffiliated selling firms receive additionalcompensation, including marketing allowances and otherpayments. The maximum marketing allowance paid to a sellingfirm is 1.0% of premium payments received.

We do not offer this contract for new sales. Therefore, we donot offer sales incentives and other special promotions for thesale of this product.

No specific charge is assessed directly to contract owners or theSeparate Account to cover commissions and other incentives orpayments described above. We do, however, intend to recoupcommissions and other sales expenses and incentives we paythrough fees and charges deducted under the contract and anyother corporate revenue.

All commissions paid come from or are allocated to the generalassets of Capital Brokerage Corporation or one of its affiliatedcompanies. Therefore, regardless of the amount paid or receivedby Capital Brokerage Corporation or one of its affiliatedcompanies, the amount of expenses you pay under the contractdoes not vary as a result of such payments to such selling firms.

During 2019, 2018 and 2017, $33.9 million, $37.7 million and$37.6 million, respectively, was paid to Capital BrokerageCorporation for new premium payments received. In 2019,2018 and 2017, no underwriting commissions were paid toCapital Brokerage Corporation. This contract is no longeroffered or sold.

ADDITIONAL INFORMATION

Owner Questions

The obligations to owners under the contracts are ours. Pleasedirect your questions and concerns to us at our Home Office.

Return Privilege

Within 10 days after you receive the contract (or such longerperiod as may be required by applicable law), you may cancel itfor any reason by delivering or mailing it postage prepaid, to:

Genworth Life and Annuity Insurance CompanyAnnuity New Business6610 West Broad Street

Richmond, Virginia 23230

If you cancel your contract, it will be void. Unless state lawrequires that we return your purchase payments, the amount ofthe refund you receive will equal the Contract Value as of theValuation Day our Home Office receives the returned contract

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plus any adjustments required by applicable law or regulationon the date we receive the contract, but without reduction forany surrender charge. If state law requires that we return yourpremium payments, the amount of the refund will equal thepremium payments made less any partial surrenders you havepreviously taken. In certain states, you may have more than 10days to return the contract for a refund.

State Regulation

As a life insurance company organized and operated under thelaws of the Commonwealth of Virginia, we are subject toprovisions governing life insurers and to regulation by theVirginia Commissioner of Insurance.

Our books and accounts are subject to review and examinationby the State Corporation Commission of the Commonwealth ofVirginia at all times. That Commission conducts a fullexamination of our operations at least every five years.

Evidence of Death, Age, Gender, Marital Statusor Survival

We may require proof of the age, gender, marital status orsurvival of any person or persons before acting on anyapplicable contract provision.

Records and Reports

As presently required by the 1940 Act and applicableregulations, we are responsible for maintaining all records andaccounts relating to the Separate Account. At least once eachyear, we will send you a report showing information about yourcontract for the period covered by the report. The report willshow the total Contract Value and a breakdown of the assets ineach Subaccount and the Guarantee Account. The report alsowill show premium payments and charges made during thestatement period. As discussed on the prospectus cover page,beginning January 1, 2021 we will no longer send you papercopies of shareholder reports for the Portfolios of the Fundsoffered under the contract (“Reports”) unless you specificallyrequest paper copies from us, and instead we will make theReports available on a website. In addition, you will receive awritten confirmation when you make premium payments,transfers, or take partial surrenders.

Other Information

We have filed a Registration Statement with the SEC, under theSecurities Act of 1933 as amended, for the contracts beingoffered by this prospectus. This prospectus does not contain allthe information in the Registration Statement, its amendmentsand exhibits. Please refer to the Registration Statement for

further information about the Separate Account, the Company,and the contracts offered. Statements in this prospectus aboutthe content of contracts and other legal instruments aresummaries. For the complete text of those contracts andinstruments, please refer to those documents as filed with theSEC and available on the SEC’s website at http://www.sec.gov.

Unclaimed Property

Every state has unclaimed property laws which generallydeclare annuity contracts to be abandoned after a period ofinactivity of three to five years from the contract’s maturity dateor date the death benefit is due and payable. For example, if thepayment of a death benefit has been triggered, but, if after athorough search, we are still unable to locate the beneficiary ofthe death benefit, or the beneficiary does not come forward toclaim the death benefit in a timely manner, the death benefitwill be paid to the abandoned property division or unclaimedproperty office of the state in which the beneficiary or thecontract owner last resided, as shown on our books and records,or to our state of domicile. This “escheatment” is revocable,however, and the state is obligated to pay the death benefit ifyour beneficiary steps forward to claim it with the properdocumentation. To prevent such escheatment, it is importantthat you update your beneficiary designations, including fullnames and complete addresses, if and as they change.

Cybersecurity

Because our variable product business is highly dependent uponthe effective operation of our computer systems and those ofour business partners, our business is vulnerable to disruptionsfrom utility outages, and susceptible to operational andinformation security risks resulting from information systemsfailure (e.g., hardware and software malfunctions), andcyberattacks. These risks include, among other things, the theft,misuse, corruption and destruction of data maintained online ordigitally, interference with or denial of service, attacks onwebsites and other operational disruption and unauthorizedrelease of confidential customer information. Such systemsfailures and cyberattacks affecting us, any third partyadministrator, the underlying funds, intermediaries and otheraffiliated or third-party service providers may adversely affectus and your Contract Value. For instance, systems failures andcyberattacks may interfere with our processing of contracttransactions, including the processing of orders from ourwebsite or with the underlying funds, impact our ability tocalculate Accumulation Unit values, cause the release andpossible destruction of confidential customer or businessinformation, impede order processing, subject us and/or ourservice providers and intermediaries to regulatory fines andfinancial losses and/or cause reputational damage.

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Cybersecurity risks may also impact the issuers of securities inwhich the underlying funds invest, which may cause the fundsunderlying your contract to lose value. There can be noassurance that we or the underlying funds or our serviceproviders will avoid losses affecting your contract due tocyberattacks or information security breaches in the future.

Natural and Man-Made Disasters

We are also exposed to risks related to natural and man-madedisasters and catastrophes, such as (but not limited to) storms,fires, floods, earthquakes, public health crises, malicious acts,and terrorist acts, any of which could adversely affect our abilityto conduct business. A natural or man-made disaster orcatastrophe, including a pandemic (such as COVID-19), couldaffect the ability or willingness of our employees or theemployees of our service providers to perform their jobresponsibilities. Even if our employees and the employees ofour service providers are able to work remotely, those remotework arrangements could result in our business operations beingless efficient than under normal circumstances and could lead todelays in our processing of contract-related transactions,including orders from contract owners. Catastrophic events maynegatively affect the computer and other systems on which werely, may interfere with our ability to receive, pick up andprocess mail, may interfere with our ability to calculate ContractValue, or may have other possible negative impacts. Theseevents may also impact the issuers of securities in which thePortfolios invest, which may cause the Portfolios underlyingyour contract to lose value. There can be no assurance that weor the Portfolios or our service providers will be able tosuccessfully avoid negative impacts associated with natural andman-made disasters and catastrophes.

Legal Proceedings

We face the risk of litigation and regulatory investigations andactions in the ordinary course of operating our businesses,including the risk of class action lawsuits. Our pending legaland regulatory actions include proceedings specific to us andothers generally applicable to business practices in theindustries in which we operate. In our insurance operations, weare, have been, or may become subject to class actions andindividual suits alleging, among other things, issues relating tosales or underwriting practices, payment of contingent or othersales commissions, claims payments and procedures, productdesign, product disclosure, administration, additional premiumcharges for premiums paid on a periodic basis, denial or delayof benefits, charging excessive or impermissible fees onproducts and recommending unsuitable products to customers.Plaintiffs in class action and other lawsuits against us may seekvery large or indeterminate amounts, which may remain

unknown for substantial periods of time. In our investment-related operations, we are subject to litigation involvingcommercial disputes with counterparties. We are also subject tolitigation arising out of our general business activities such asour contractual and employment relationships and securitieslawsuits. In addition, we are also subject to various regulatoryinquiries, such as information requests, subpoenas, books andrecord examinations and market conduct and financialexaminations from state, federal and international regulatorsand other authorities. A substantial legal liability or a significantregulatory action against us could have an adverse effect on ourbusiness, financial condition and results of operations.Moreover, even if we ultimately prevail in the litigation,regulatory action or investigation, we could suffer significantreputational harm, which could have an adverse effect on ourbusiness, financial condition and results of operations.

Lehman Brothers Special Financing, Inc.

In Lehman Brothers Special Financing, Inc. v. Bank of AmericaNational Association, et al, in U.S. Bankruptcy Court, SouthernDistrict of New York, Lehman Brothers Special Financing, Inc.(“LBSF”) seeks to recover from the Company, as a noteholderdefendant, sums it received from a collateralized debt obligation(“CDO”) note following the bankruptcy of Lehman BrothersHoldings, Inc. (“LBHI”), alleging that we and other unrelatednoteholders (the “Defendant Group”) were not entitled to theamounts received. On June 28, 2016, the Bankruptcy Courtgranted our motion to dismiss, the Bankruptcy Court’s orderbecame final and appealable on January 24, 2017, and no claimsremain against the Company. LBSF filed a notice of appeal onFebruary 6, 2017. On March 14, 2018, the District Courtaffirmed the decision of the Bankruptcy Court. In a filing datedApril 13, 2018, LBSF appealed the District Court’s decision tothe United States Court of Appeals for the Second Circuit. Oralargument occurred on June 26, 2019, and the Court of Appealshas taken the decision under advisement. We intend to continueto vigorously defend the dismissal of the action.

Cost of Insurance Litigation

In September 2018, we were named as a defendant in a putativeclass action lawsuit pending in the United States District Courtfor the Eastern District of Virginia captioned TVPX ARX INC.,as Securities Intermediary for Consolidated WealthManagement, LTD. on behalf of itself and all others similarlysituated v. Genworth Life and Annuity Insurance Company,Case No. 3:18-cv-00637. Plaintiff seeks to represent lifeinsurance policyholders, alleging unlawful and excessive cost ofinsurance (“COI”) charges. The complaint asserts claims forbreach of contract, alleging that we improperly considered non-mortality factors when calculating COI rates and failed to

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decrease COI charges in light of improved expectations offuture mortality, and seeks unspecified compensatory damages,costs, and equitable relief.

On October 29, 2018, we filed a Motion to Enjoin in the MiddleDistrict of Georgia, and a Motion to Dismiss and Motion toStay in the Eastern District of Virginia. We moved to enjoin theprosecution of the Eastern District of Virginia action on thebasis that it involves claims released in a prior nationwide classaction settlement that was approved by the Middle District ofGeorgia. Plaintiff filed an amended complaint on November 13,2018. On November 16, 2018, the Eastern District of Virginiacourt stayed the case for 60 days.

On December 6, 2018, we moved the Middle District ofGeorgia for leave to file our counterclaim, which alleges thatplaintiff breached the prior settlement agreement by filing itscurrent action. On January 17, 2019, the Eastern District ofVirginia court stayed the case for another 60 days or the date ofthe Middle District of Georgia’s ruling on our motions,whichever comes earlier. A hearing on our Motion to Enjoinand Motion for Leave to file our counterclaim occurred onFebruary 21, 2019. On March 15, 2019, the Middle District ofGeorgia granted our Motion to Enjoin and denied our Motionfor Leave to file our counterclaim. As such, plaintiff is enjoinedfrom pursuing its COI class action in the Eastern District ofVirginia.

On March 29, 2019, plaintiff filed a Notice of Appeal in theMiddle District of Georgia, notifying the Court of its appeal tothe United States Court of Appeals for the Eleventh Circuitfrom the Order granting our Motion to Enjoin. On March 29,2019, we filed our Notice of Cross-Appeal in the MiddleDistrict of Georgia, notifying the Court of our cross-appeal tothe Eleventh Circuit from the portion of the order denying ourMotion for Leave to file our counterclaim. On April 8, 2019, theEastern District of Virginia lifted the stay in the case anddismissed the case without prejudice, with leave for Plaintiff torefile an amended complaint only if a final appellate courtdecision vacates the injunction and reverses the Middle Districtof Georgia’s opinion. On May 21, 2019, plaintiff filed its appealand memorandum in support in the Eleventh Circuit. We filedour response to plaintiff’s appeal memorandum and ourmemorandum in support of our cross-appeal on July 3, 2019.Plaintiff filed its reply in support of its appeal and response toour cross-appeal on August 20, 2019, and we filed our replymemorandum in support of our cross-appeal on September 20,2019. Plaintiff’s appeal and our cross-appeal are now fullybriefed and waiting for disposition by the Eleventh Circuit. TheEleventh Circuit Court of Appeals has scheduled oral argumenton Plaintiff’s appeal and our cross-appeal on April 21, 2020.We intend to continue to vigorously defend the dismissal of theaction.

On April 6, 2020, we were named as a defendant in a putativeclass action lawsuit filed in the United States District Court forthe Eastern District of Virginia, captioned Brighton Trustees,LLC, on behalf of and as trustee for Diamond LS Trust; andBank of Utah, solely as securities intermediary for Diamond LSTrust; on behalf of themselves v. Genworth Life and AnnuityInsurance Company. Plaintiff seeks to represent life insurancepolicyholders, alleging that the Company subjectedpolicyholders to an unlawful and excessive cost of insuranceincrease. Plaintiff also alleges that the cost of insurance increasewas not applied uniformly to policyholders, and that weimproperly refused to provide reports on illustrative future deathbenefits and policy values to policyholders. The Complaintasserts claims for Breach of Contract and Injunctive Relief, andseeks damages in excess of $5 million, restitution, reinstatementof lapsed and/or surrendered policies, and equitable relief. Weintend to vigorously defend this action.

Unclaimed Property

The West Virginia treasurer’s office sued us and one of ouraffiliates, as well as other life insurers licensed in West Virginia,regarding alleged violations of unclaimed property requirementsfor West Virginia policies. We elected to participate in the earlyalternative dispute resolution procedure outlined in the trialcourt’s post remand case management order and a first meetingto mediate the matter was held on February 1, 2017.Additionally, other state regulators have made inquiries on thistopic. In particular, we and certain of our affiliates were beingexamined by Delaware’s Department of Finance, whichretained a third-party firm, Kelmar, to examine us, certain of ouraffiliates, and Genworth (together, for purposes of this section,“Genworth”). On December 5, 2017, the Delaware StateEscheator approved the notice of intent filed by Genworth toconvert this Department of Finance audit to a Secretary of StateVoluntary Disclosure Agreement (the “VDA”). On February 5,2020, Delaware signed a VDA with Genworth that willconclude this audit with payment by Genworth of anextrapolated unclaimed property amount of $9,750.92. OnFebruary 18, 2014, Genworth received notice from theMinnesota Department of Commerce that it had retained athird-party audit firm, Verus, to examine compliance withMinnesota’s unclaimed property laws. In January 2017,Genworth was notified by Verus that Minnesota would nolonger pursue a separate unclaimed property audit of Genworth.On June 25, 2019, Genworth received notice from Verus thatVerus had completed all of its audit work and closed out itsunclaimed property examination of Genworth.

North Carolina Audit

On May 31, 2019, the Company and certain affiliates receiveddraft audit reports from the North Carolina Department of

50

Revenue that examined tax credits received for investing incertain renewal energy projects from the period beginningJanuary 1, 2014 and ending December 31, 2016. TheDepartment of Revenue alleges that these tax credits wereimproper transactions because the Genworth entities were notbona fide partners of the investor/promotor Stonehenge CapitalCompany, LLC. On July 15, 2019, we responded to theDepartment of Revenue, stating that we intend to contest thedisallowance of the credits. On July 17, 2019, the Departmentof Revenue replied that their position regarding their auditconclusions has not changed and that they will proceed withfinalizing the audit. On July 24, 2019, we received Notices ofProposed Adjustments and tax assessments for the Companyand certain of the affiliates totaling $4.4 million from theDepartment of Revenue. On August 27, 2019, we submitted ourNC-Form 242 Objection to these tax assessments. OnDecember 5, 2019, we received Notices of ProposedAdjustments and tax assessments for the Company andGenworth Life Insurance Company totaling approximately$600,000. On January 14, 2020, we submitted our NC-Form242 Objection to these tax assessments. We intend to continueto vigorously defend our position and any legal proceedings thatmay arise.

At this time, we cannot determine or predict the ultimateoutcome of any of the pending legal and regulatory mattersspecifically identified above or the likelihood of potential futurelegal and regulatory matters against us. Except as disclosedabove, we also are not able to provide an estimate or range ofreasonably possible losses related to these matters. Therefore,we cannot ensure that the current investigations andproceedings will not have a material adverse effect on ourbusiness, financial condition or results of operations. Inaddition, it is possible that related investigations andproceedings may be commenced in the future, and we couldbecome subject to additional unrelated investigations andlawsuits. Increased regulatory scrutiny and any resultinginvestigations or proceedings could result in new legalprecedents and industry-wide regulations or practices that couldadversely affect our business, financial condition and results ofoperations.

The Company shall, and may through insurance coverage,indemnify any directors or officers who are a party to anyproceeding by reason of the fact that he or she was or is a

director or officer of the Company against any liability incurredby him or her in connection with such proceeding unless he orshe engaged in willful misconduct or a knowing violation of thecriminal law or any federal or state securities law. Suchindemnification covers all judgments, settlements, penalties,fines and reasonable expenses incurred with respect to suchproceeding. If the person involved is not a director or officer ofthe Company, the Company may indemnify, or contract toindemnify, to the same extent allowed for its directors andofficers, such person who was, is or may become a party to anyproceeding, by reason of the fact that he or she is or was anemployee or agent of the Company, or is or was serving at therequest of the Company as a director, officer, employee or agentof another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise.

Insofar as indemnification for liability arising under theSecurities Act of 1933 may be permitted to directors, officersand controlling persons of the Company pursuant to theforegoing provisions, or otherwise, the Company has beenadvised that in the opinion of the Securities and ExchangeCommission such indemnification is against public policy asexpressed in the Act and is, therefore, unenforceable. In theevent that a claim for indemnification against such liabilities(other than the payment by the Company of expenses incurredor paid by a director, officer or controlling person of theCompany in successful defense of any action, suit orproceeding) is asserted by such director, officer or controllingperson in connection with the securities being registered, theCompany will, unless in the opinion of its counsel the matterhas been settled by controlling precedent, submit to a court ofappropriate jurisdiction the question whether suchindemnification by it is against public policy as expressed in theAct and will be governed by the final adjudication of such issue.

Capital Brokerage Corporation is not in any pending orthreatened lawsuits that are reasonably likely to have a materialadverse impact on us or on the Separate Account.

Although it is not anticipated that these developments will havea material adverse impact on the Separate Account, on ourability to meet our obligations under the contracts, or on theability of Capital Brokerage Corporation to perform under itsprincipal underwriting agreement, there can be no assurance atthis time.

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APPENDIX A

Contract Form P1143 4/94

The purpose of this Appendix A is to show certain benefits forcontracts issued on contract Form P1143 4/94.

Death Benefit at Death of Annuitant

For contracts issued prior to May 1, 1997 (or prior to the datecontract changes were approved by the applicable stateregulations), the following Basic Death Benefit applies.

If the Annuitant is age 80 or younger on the date the contract isissued, and he or she dies prior to the Maturity Date while thecontract is in force, the designated beneficiary may elect a deathbenefit within 90 days of the date of such death.

Basic Death Benefit

The Basic Death Benefit varies based on:



(3) the number of contract years that elapse from the datethe contract is issued until the date of the Annuitant’sdeath; and


If any Annuitant dies before their sixth contract anniversary, thedeath benefit will be equal to the greater of:

(1) premium payments made, less any partial surrenderstaken (including any surrender charges and anypremium taxes assessed); and

(2) the Contract Value as of the date we receive dueproof of the Annuitant’s death.

If any Annuitant is age 80 or younger on the date the contract isissued and he or she dies after the sixth contract anniversary, thedeath benefit will be the greatest of:

(1) the greatest sum of (a) and (b) where:

(a) is the Contract Value as of the end of any six-year period; and


The sum of (a) and (b) is reduced for an adjustmentdue to any partial surrenders taken since theapplicable six-year period; and


If any Annuitant is age 81 or older on the date the contract isissued and he or she dies after the sixth contract anniversary, thedeath benefit will be the greater of:



For contracts issued on or after the later of May 1, 1997, or thedate on which applicable state insurance authorities approvesuch changes, the following Basic Death Benefit Applies:

Basic Death Benefit

The death benefit varies based on:



(3) the number of contract years that elapse from the datethe contract is issued until the date of the Annuitant’sdeath; and


If any Annuitant dies before their sixth contract anniversary, thedeath benefit will be equal to the greater of:



If any Annuitant is age 80 or younger on the date the contract isissued and he or she dies after the sixth contract anniversary, thedeath benefit will be the greatest of:

(1) the greater sum of (a) and (b) where:

(a) is the Contract Value as of the end of any six-year period; and


The sum of (a) and (b) is reduced for an adjustmentdue to any partial surrenders taken (including anysurrender charges and any premium taxes assessed)since the applicable six-year period; and

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If any Annuitant is age 81 or older on the date the contract isissued and he or she dies after the sixth contract anniversary, thedeath benefit will be the greater of:



In order to receive the death benefit as stated above, we must benotified of the election to receive the death benefit within 90days of the Annuitant’s death. (This election may not beavailable in all states.) If notification occurs more than 90 daysafter the date of the Annuitant’s death, we will pay theSurrender Value of the contract. Surrender charges will apply ifthe designated beneficiary surrenders the contract more than 90days after the death of the Annuitant, without regard to whetheror not the Contract Value has increased or decreased.

Optional Guaranteed Minimum Death Benefit

If an Annuitant dies before the Maturity Date while theOptional Guaranteed Minimum Death Benefit is in effect, thedesignated beneficiary may elect the death benefit describedbelow within 90 days of the date of such death. If we pay thisdeath benefit, the contract will terminate, and we will have nofurther obligation under the contract. The Optional GuaranteedMinimum Death Benefit may not be available in all states ormarkets.

The Optional Guaranteed Minimum Death Benefit is availableto contracts with Annuitants age 75 or younger at the time thecontract is issued. If the owner elects the Guaranteed MinimumDeath Benefit at the time of application, upon the death of theAnnuitant, we will pay to the designated beneficiary, thegreatest of:

(1) the Basic Death Benefit; and

(2) the Guaranteed Minimum Death Benefit; and

(3) the Contract Value as of the date we receive dueproof of the Annuitant’s death (or a later date, if yourequest).

The Guaranteed Minimum Death Benefit may also bereferenced in our marketing materials as the “Six PercentEstateProtectorSM.”

If the Annuitant dies on the first Valuation Day, the GuaranteedMinimum Death Benefit will be equal to the premium paymentsreceived.

If the Annuitant dies after the first Valuation Day, then at theend of each Valuation Period until the Contract Anniversary onwhich the Annuitant attains age 80, the Guaranteed MinimumDeath Benefit equals the lesser of (a) and (b), where:

(a) is the total of all premium payments we receive,multiplied by two, adjusted for any partial surrenderstaken prior to or during that Valuation Period; and

(b) is the Guaranteed Minimum Death Benefit of thepreceding Valuation Period, with assets in theSubaccounts increased by an effective annual rate of6% (an “increase factor”) (this does not include assetsallocated to the Subaccount investing in the availableGoldman Sachs Variable Insurance Trust —Government Money Market Fund), plus anyadditional premium payments we received during thecurrent Valuation Period, adjusted for any partialsurrenders taken (including any surrender chargesand premium taxes assessed) during the currentValuation Period.

For assets in the Subaccount investing in the Goldman SachsVariable Insurance Trust — Government Money Market Fund,the increase factor is equal to the lesser of:

(1) the net investment factor of the Subaccount forValuation Period, minus one; and


For assets allocated to the Guarantee Account, the increasefactor is equal to the lesser of:

(1) the factor for the Valuation Period equivalent to thecredited rate(s) applicable to such allocations; and


After the Annuitant attains age 80, the increase factor will bezero (0). The Guaranteed Minimum Death Benefit is effectiveon the Contract Date (unless another effective date is shown onthe contract data page) and will remain in effect while thecontract is in force and before income payments begin, or untilthe contract anniversary following the date we receive yourwritten request to terminate the benefit. If we receive yourrequest to terminate the benefit within 30 days following anycontract anniversary, we will terminate the GuaranteedMinimum Death Benefit as of that contract anniversary.

We charge you for the Guaranteed Minimum Death Benefit.We deduct this charge against the Contract Value at eachcontract anniversary after the first and at the time you fullysurrender the contract. At full surrender, we will charge you apro-rata portion of the annual charge. Currently, this charge is

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equal to an annual rate of 0.25% of your prior contract year’saverage Guaranteed Minimum Death Benefit. We guaranteethat this charge will not exceed an annual rate of 0.35% of yourprior contract year’s average Guaranteed Minimum DeathBenefit. The rate charged to your contract will be fixed at thetime your contract is issued.

The Guaranteed Minimum Death Benefit option may not beavailable in all states or markets.

Optional Death Benefit

The Optional Death Benefit may also be referred to in ourmarketing materials at the “Annual EstateProtectorSM”. TheOptional Death Benefit Rider provides for an annual step-up inthe death benefit. If an Annuitant dies before the Maturity Datewhile the Optional Death Benefit Rider is in effect, thedesignated beneficiary may elect the death benefit describedbelow within 90 days of the date of such death. If we pay thisdeath benefit, the contract will terminate, and we will have nofurther obligation under the contract. The Optional DeathBenefit Rider may not be available in all states or markets.

If the Annuitant is age 80 or younger on the date the contract isissued and he or she dies before his or her first anniversary, thedeath benefit will be equal to the greater of:

(1) your the Contract Value as of the date we receive dueproof of death; and

(2) premium payments received, reduced for anadjustment due to any partial surrenders taken(including any surrender charges and any premiumtaxes assessed).

If the Annuitant is age 80 or younger on the date the contract isissued and he or she dies after his or her first contractanniversary, the death benefit will be equal to the greatest of:

(1) The greatest sum of (a) and (b), where:

(a) is the Contract Value on any contractanniversary occurring prior to the Annuitant’s80th birthday; and

(b) is premium payments received after suchcontract anniversary.

The sum of (a) and (b) above is reduced for anadjustment due to any partial surrenders taken(including any surrender charges and any premiumtaxes assessed) since the applicable contractanniversary.

(2) your Contract Value as of the date we receive dueproof of death; and

(3) premium payments received, reduced for anadjustment due to any partial surrenders (includingany surrender charges and any premium taxesassessed).

If the Annuitant is age 81 or older on the date the contract isissued, the death benefit will be equal to the surrender value asof the date we receive due proof of death.

We will adjust the death benefit for partial surrenders (includingany surrender charges and premium taxes assessed) in the sameproportion as the percentage that the partial surrender (includingany surrender charges and any premium taxes assessed) reducesyour Contract Value. Premium tax may also be taken on anydeath benefit. If premium tax is taken, the amount of the deathbenefit will be reduced by the amount of the premium tax.

We charge you for this benefit. This charge will not exceed0.25% of your Contract Value at the time of the deduction.

Surrender Charge

For contracts issued prior to May 1, 1998, or prior to the date allnecessary endorsements are approved, we deduct surrendercharges from the amount surrendered. All or part of the amountsurrendered may be subject to a charge. We consider anyamount subject to charge a surrender of premium payments. Wedetermine surrender charges using the assumption that premiumpayments are surrendered on a first-in first-out basis, up to theamount surrendered. For each such premium payment, thecharge is a percentage of the premium payment (or portionthereof) surrendered.

Reduced Charges on Certain Surrenders

For contracts issued prior to May 1, 1998, or prior to the date allnecessary endorsements are approved, if later, no surrendercharge applies to the first surrender of the contract year, if theamount surrendered is not more than 10% of the Contract Valueat the end of the Valuation Period during which the surrenderrequest is received. If the first surrender of the contract year is afull surrender, or a partial surrender of more than 10% of theContract Value, no surrender charge will apply to a portion ofthe amount surrendered equal to 10% of the Contract Value.Any remaining portion of the amount surrendered may besubject to surrender charges, as described above and in the“Surrenders and Partial Surrenders” provision of the prospectus.If the first surrender of the contract year is less than an amountequal to 10% of the Contract Value, you may elect to receiveadditional partial surrenders without surrender charges until thetotal amount surrendered during that contract year reaches thatamount. For instance, if your Contract Value is $10,000 and youtake a partial surrender of $500, you may surrender an

A-3

additional $500 during that year without surrender charge. Theamount subject to charge will not exceed the amountsurrendered.

Waiver of Surrender Charges in the Event ofHospital or Nursing Facility Confinement

We will waive surrender charges arising from a full surrender orone or more partial surrenders occurring before incomepayments begin if:

‰ an Annuitant is or has been confined to a state licensedor legally operated hospital or inpatient nursing facilityfor at least 30 consecutive days;

‰ such confinement begins at least one year after thecontract issue date;

‰ an Annuitant is age 80 or younger on the date thecontract is issued; and

‰ we receive the request for the full or partial surrender,together with proof of such confinement at our HomeOffice, while the Annuitant is confined or within 90days after discharge from the facility.

For purposes of this provision, Annuitant means either theAnnuitant, or Joint Annuitant, whichever is applicable.

The waiver of surrender charges in the event of hospital ornursing facility confinement may not be available in all states orall markets.

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APPENDIX B

The Death Benefit (Examples for Policy FormP1150)

Basic Death Benefit Example

The following example of the Basic Death Benefit is forcontracts issued on or after the later of May 15, 2001 or thedate on which state insurance authorities approveapplicable contract modifications.

The purpose of this example is to show how the Basic DeathBenefit works based on purely hypothetical values and is notintended to depict investment performance of the contract.

Example: Assuming an owner:

(1) purchases a contract for $100,000;

(2) makes no additional purchase payments and takes nopartial surrenders;

(3) is not subject to premium taxes; and

(4) the Annuitant’s age is 70 on the date the contract isissued, then:

Annuitant’sAge

End ofYear

ContractValue

UnadjustedDeath Benefit

71 1 $110,000 $110,00072 2 90,000 100,00073 3 80,000 100,00074 4 120,000 120,00075 5 130,000 130,00076 6 150,000 150,00077 7 160,000 160,00078 8 130,000 130,00079 9 90,000 100,00080 10 170,000 170,00081 11 140,000 140,00082 12 135,000 135,00083 13 120,000 120,000

Partial surrenders will reduce the Basic Death Benefit by theproportion that the partial surrender (including any applicablesurrender charge and any premium tax assessed) reduces theContract Value. For example:

DatePremiumPayment

ContractValue

BasicDeath Benefit

3/31/02 $20,000 $20,000 $20,0003/31/18 20,000 20,0003/31/19 14,000 20,000

If a partial surrender of $7,000 is made on March 31, 2019, theBasic Death Benefit immediately after the partial surrender willbe $10,000 ($20,000 to $10,000) since the Contract Value isreduced 50% by the partial surrender ($14,000 to $7,000). Thisis true only if the Basic Death Benefit immediately prior to thepartial surrender (as calculated above) is not the Contract Valueon the date we receive due proof of death of the Annuitant’sdeath. It also assumes that no surrender charge applies, and thatno premium tax applies to the partial surrender. This example isbased on purely hypothetical values and is not intended todepict investment performance of the contract.

Basic Death Benefit Example

The following example of the Basic Death Benefit is forcontracts issued prior to May 15, 2001 or prior to the dateon which state insurance authorities approve applicablecontract modifications.

Example: Assuming an owner:

(1) purchases a contract for $100,000;

(2) makes no additional premium payments and takes nopartial surrenders;

(3) is not subject to premium taxes; and

(4) the Annuitant’s age is 80 or younger on the ContractDate, then:

Issue YearContract

ValueUnadjusted

Death Benefit

Issue $100,000 $100,0001 110,000 110,0002 90,000 100,0003 80,000 100,0004 120,000 120,0005 130,000 130,0006 150,000 150,0007 160,000 160,0008 130,000 130,0009 90,000 100,000

10 170,000 170,00011 140,000 140,00012 135,000 135,00013 120,000 120,000

The purpose of this example is to show how the unadjusteddeath benefit works based on purely hypothetical values and isnot intended to depict investment performance of the contract.

B-1

Partial surrenders will reduce the unadjusted death benefit bythe proportion that the partial surrender (including anyapplicable surrender charge and any applicable premium tax)reduces the Contract Value. For example:

DatePremiumPayment

ContractValue

UnadjustedDeath Benefit

3/31/01 $20,000 $20,000 $20,0003/31/18 20,000 20,0003/31/19 14,000 20,000

If a partial surrender of $7,000 is made on March 31, 2019, theunadjusted death benefit immediately after the partial surrenderwill be $10,000 ($20,000 to $10,000) since the Contract Valueis reduced 50% by the partial surrender ($14,000 to $7,000).This is true only if the unadjusted death benefit immediatelyprior to the partial surrender (as calculated above) is not theContract Value on the date of the Annuitant’s death. It alsoassumes that no surrender charge applies, and that no premiumtax applies to the partial surrender. This example is based onpurely hypothetical values and is not intended to depictinvestment performance of the contract.

Optional Enhanced Death Benefit Example

The purpose of the following example is to show how the Optional Enhanced Death Benefit works based on purely hypotheticalvalues and is not intended to depict investment performance of the contract. This example assumes a contract is purchased with anAnnuitant age 65 at the time of issue. No partial surrenders are made prior to the death of the Annuitant.

DatePremiumPayment

ContractValue Gain

DeathBenefit

Optional EnhancedDeath Benefit

8/01/02 $100,000 $100,000 $ 0 $100,000 $ 08/01/17 300,000 200,000 300,000 70,000

If the Annuitant’s death and our receipt of due proof of thedeath occurs on August 1, 2017, the Optional Enhanced DeathBenefit will equal $70,000. This amount is determined bymultiplying the “gain” ($200,000) by 40%, which results in anamount of $80,000. However, since the Optional EnhancedDeath Benefit cannot exceed 70% of the premiums paid($100,000) under the applicable age scenario, the OptionalEnhanced Death Benefit in this example will be $70,000.

There are important things you should consider before youpurchase the Optional Enhanced Death Benefit. These include:

‰ The Optional Enhanced Death Benefit does notguarantee that a benefit will become payable at death.Market declines resulting in your Contract Value being

less than your premiums paid and not previouslysurrendered may result in no Enhanced Death Benefitbeing payable.

‰ Once you purchase the Optional Enhanced DeathBenefit, you cannot cancel it. This means that regardlessof any changes in your circumstances, we will continueto assess the charge for the Optional Enhanced DeathBenefit.

‰ Please take advantage of the guidance of a qualifiedfinancial adviser in evaluating the Optional EnhancedDeath Benefit option, as well as the other aspects of thecontract.

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APPENDIX C

Condensed Financial Information

The value of an Accumulation Unit is determined on the basis of changes in the per share value of the Portfolios and the assessmentsof Separate Account charges.

The Accumulation Unit values and the number of Accumulation Units outstanding for each Subaccount for the periods shown are asfollows:

With Separate Account Expenses of 1.40%

Subaccounts

AccumulationUnit Values at

Beginning of Period

AccumulationUnit Values atEnd of Period

Number ofAccumulation

Units atEnd of Period Year

AB Variable Products Series Fund, Inc.

AB Growth and Income Portfolio — Class B $ 26.33 $ 32.10 38,295 201928.37 26.33 43,024 201824.26 28.37 49,460 201722.15 24.26 67,210 201622.15 22.15 82,291 201520.55 22.15 95,805 201415.49 20.55 118,014 201313.40 15.49 136,139 201212.81 13.40 171,688 201111.52 12.81 206,851 2010

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)

Invesco Oppenheimer V.I. Capital Appreciation Fund — Series I Shares $ 97.79 $131.33 97,094 2019105.22 97.79 116,595 201884.13 105.22 135,320 201787.24 84.13 164,342 201685.45 87.24 192,926 201575.09 85.45 221,680 201458.70 75.09 259,072 201352.17 58.70 302,460 201253.52 52.17 343,358 201149.61 53.52 412,652 2010

Invesco Oppenheimer V.I. Conservative Balanced Fund — Series I Shares $ 43.52 $ 50.43 65,833 201946.63 43.52 66,143 201843.28 46.63 79,992 201741.70 43.28 94,472 201641.94 41.70 107,712 201539.31 41.94 134,029 201435.23 39.31 151,121 201331.81 35.23 178,098 201232.03 31.81 209,373 201128.77 32.03 248,076 2010

Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund —Series I Shares $ 85.75 $117.83 91,751 2019

92.61 85.75 102,614 201872.92 92.61 120,451 201772.27 72.92 136,543 201668.75 72.27 158,935 201565.91 68.75 176,248 201449.16 65.91 212,858 201342.82 49.16 247,455 201242.95 42.82 280,667 201134.17 42.95 320,046 2010

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Subaccounts


Beginning of Period




Invesco Oppenheimer V.I. Global Strategic Income Fund — Series I Shares $10.14 $ 11.08 116,167 201910.76 10.14 129,279 201810.26 10.76 151,210 20179.77 10.26 175,296 2016

10.14 9.77 212,570 201510.00 10.14 236,785 201410.15 10.00 307,838 201310.00 10.15 349,772 2012

Invesco Oppenheimer V.I. Total Return Bond Fund — Series I Shares $26.02 $ 28.10 149,689 201926.67 26.02 161,721 201825.86 26.67 195,497 201725.39 25.86 209,995 201625.51 25.39 242,036 201524.12 25.51 269,227 201424.49 24.12 326,862 201322.52 24.49 358,150 201221.09 22.52 398,288 201119.20 21.09 483,231 2010

Federated Insurance Series

Federated High Income Bond Fund II — Primary Shares $34.66 $ 39.14 113,821 201936.34 34.66 134,727 201834.47 36.34 167,833 201730.44 34.47 196,140 201631.69 30.44 241,452 201531.30 31.69 270,093 201429.67 31.30 339,522 201326.23 29.67 429,378 201225.30 26.23 463,989 201122.36 25.30 540,048 2010

Federated Managed Volatility Fund II — Primary Shares $27.12 $ 32.15 171,953 201930.06 27.12 186,853 201825.81 30.06 111,490 201724.31 25.81 125,348 201626.67 24.31 151,696 201526.03 26.67 182,598 201421.68 26.03 216,308 201319.37 21.68 240,750 201218.75 19.37 259,550 201116.96 18.75 285,726 2010

Fidelity® Variable Insurance Products Fund

VIP Asset ManagerSM Portfolio — Initial Class $48.51 $ 56.56 108,003 201951.98 48.51 118,305 201846.20 51.98 138,610 201745.46 46.20 155,886 201646.04 45.46 182,197 201544.12 46.04 200,667 201438.67 44.12 214,380 201334.87 38.67 249,772 201236.29 34.87 283,714 201132.21 36.29 322,930 2010

VIP Contrafund® Portfolio — Initial Class $78.20 $101.46 553,449 201984.72 78.20 628,504 201870.50 84.72 702,287 201766.20 70.50 816,210 201666.69 66.20 927,476 201560.42 66.69 1,048,503 201446.67 60.42 1,207,874 201340.66 46.67 1,377,729 201242.30 40.66 1,577,511 201136.60 42.30 1,870,605 2010

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Subaccounts


Beginning of Period




VIP Equity-Income Portfolio — Initial Class $ 86.16 $108.27 367,065 201995.29 86.16 408,693 201885.60 95.29 470,947 201773.56 85.60 535,790 201677.68 73.56 618,121 201572.46 77.68 702,493 201457.35 72.46 803,250 201349.58 57.35 922,563 201249.80 49.58 1,063,949 201143.86 49.80 1,256,104 2010

VIP Growth & Income Portfolio — Initial Class $ 31.19 $ 40.00 228,371 201934.76 31.19 266,922 201830.16 34.76 292,171 201726.35 30.16 318,681 201627.34 26.35 373,794 201525.10 27.34 442,889 201419.06 25.10 520,939 201316.30 19.06 591,153 201216.27 16.30 681,358 201114.37 16.27 821,448 2010

VIP Growth Opportunities Portfolio — Initial Class $ 31.93 $ 44.34 121,638 201928.80 31.93 141,587 201821.71 28.80 162,915 201721.95 21.71 195,192 201621.08 21.95 255,774 201519.05 21.08 257,552 201414.01 19.05 320,699 201311.88 14.01 368,658 201211.78 11.88 424,896 20119.65 11.78 480,115 2010

VIP Growth Portfolio — Initial Class $118.47 $156.89 153,912 2019120.36 118.47 180,462 201890.32 120.36 205,624 201790.88 90.32 233,327 201686.00 90.88 264,862 201578.36 86.00 303,145 201458.29 78.36 351,417 201351.55 58.29 411,456 201252.17 51.55 478,974 201142.61 52.17 558,642 2010

VIP Mid Cap Portfolio — Service Class 2 $ 38.85 $ 47.19 132,789 201946.24 38.85 153,106 201838.90 46.24 168,022 201735.25 38.90 201,830 201636.34 35.25 230,325 201534.76 36.34 299,361 201425.95 34.76 346,222 201322.97 25.95 398,005 201226.13 22.97 428,159 201120.61 26.13 500,183 2010

VIP Overseas Portfolio — Initial Class $ 35.54 $ 44.77 107,777 201942.31 35.54 125,919 201832.93 42.31 137,316 201735.18 32.93 150,719 201634.43 35.18 172,698 201537.99 34.43 190,850 201429.54 37.99 225,257 201324.81 29.54 270,806 201230.38 24.81 300,834 201127.23 30.38 378,775 2010

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Subaccounts


Beginning of Period




Franklin Templeton Variable Insurance Products Trust

Templeton Foreign VIP Fund — Class 1 Shares $13.58 $15.11 138,163 201916.26 13.58 155,296 201814.09 16.26 180,319 201713.29 14.09 197,425 201614.39 13.29 218,723 201516.38 14.39 243,776 201413.47 16.38 293,852 201311.52 13.47 298,946 201213.05 11.52 337,600 201112.18 13.05 378,106 2010

Templeton Global Bond VIP Fund — Class 1 Shares $18.20 $18.35 192,607 201918.06 18.20 216,170 201817.93 18.06 237,174 201717.62 17.93 271,959 201618.63 17.62 314,821 201518.51 18.63 403,330 201418.42 18.51 463,257 201316.20 18.42 528,232 201216.53 16.20 591,027 201114.62 16.53 603,585 2010

Goldman Sachs Variable Insurance Trust

Goldman Sachs Government Money Market Fund — Service Shares $ 9.33 $ 9.37 1,071,842 20199.32 9.33 1,227,416 20189.40 9.32 1,442,805 20179.53 9.40 1,650,700 20169.67 9.53 1,972,671 20159.80 9.67 2,429,021 20149.94 9.80 2,734,401 2013

10.00 9.94 3,129,823 2012

Goldman Sachs Large Cap Value Fund — Institutional Shares $15.86 $19.69 138,936 201917.57 15.86 153,359 201816.22 17.57 182,900 201714.74 16.22 213,043 201615.64 14.74 256,592 201514.05 15.64 297,364 201410.69 14.05 357,775 20139.10 10.69 369,178 20129.93 9.10 446,851 20119.06 9.93 499,903 2010

Goldman Sachs Mid Cap Value Fund — Institutional Shares $35.16 $45.60 261,095 201939.83 35.16 306,242 201836.36 39.83 372,009 201732.48 36.36 430,163 201636.30 32.48 483,956 201532.42 36.30 548,419 201424.74 32.42 680,399 201321.18 24.74 777,990 201222.94 21.18 907,743 201118.61 22.94 1,059,259 2010

Janus Aspen Series

Janus Henderson Balanced Portfolio — Institutional Shares $57.37 $69.34 461,202 201957.79 57.37 526,965 201849.49 57.79 610,493 201747.98 49.49 690,385 201648.36 47.98 806,916 201545.20 48.36 937,972 201438.15 45.20 1,043,866 201334.06 38.15 1,231,877 201233.98 34.06 1,440,669 201131.80 33.98 1,692,590 2010

C-4

Subaccounts


Beginning of Period




Janus Henderson Enterprise Portfolio — Institutional Shares $89.34 $119.35 212,968 201990.99 89.34 242,320 201872.42 90.99 278,902 201765.37 72.42 318,358 201663.73 65.37 360,196 201557.44 63.73 417,205 201444.00 57.44 479,448 201338.05 44.00 562,148 201239.15 38.05 658,639 201131.55 39.15 768,942 2010

Janus Henderson Flexible Bond Portfolio — Institutional Shares $27.03 $ 29.21 173,131 201927.70 27.03 190,347 201827.11 27.70 238,873 201726.83 27.11 271,637 201627.15 26.83 296,545 201526.24 27.15 325,894 201426.65 26.24 341,833 201324.95 26.65 412,107 201223.70 24.95 463,596 201122.26 23.70 551,029 2010

Janus Henderson Forty Portfolio — Institutional Shares $70.35 $ 95.14 184,955 201969.96 70.35 209,436 201854.45 69.96 239,491 201754.03 54.45 274,371 201648.83 54.03 317,315 201545.55 48.83 357,628 201435.20 45.55 416,490 201328.75 35.20 484,368 201231.25 28.75 587,600 201129.69 31.25 720,872 2010

Janus Henderson Global Research Portfolio — Institutional Shares $46.59 $ 59.28 370,656 201950.74 46.59 425,114 201840.51 50.74 489,532 201740.25 40.51 563,152 201641.78 40.25 637,532 201539.43 41.78 716,772 201431.14 39.43 836,685 201326.30 31.14 955,970 201230.92 26.30 1,113,147 201127.07 30.92 1,294,988 2010

Janus Henderson Global Technology Portfolio — Service Shares $12.94 $ 18.48 132,548 201913.01 12.94 154,027 20189.10 13.01 177,817 20178.11 9.10 185,556 20167.86 8.11 208,975 20157.29 7.86 264,505 20145.46 7.29 315,142 20134.65 5.46 305,380 20125.16 4.65 348,887 20114.21 5.16 405,040 2010

Janus Henderson Overseas Portfolio — Institutional Shares $33.28 $ 41.67 255,343 201939.68 33.28 294,467 201830.69 39.68 316,348 201733.27 30.69 368,104 201636.91 33.27 408,647 201542.48 36.91 476,146 201437.61 42.48 560,406 201333.62 37.61 683,509 201250.26 33.62 796,134 201140.68 50.26 969,099 2010

C-5

Subaccounts


Beginning of Period




Janus Henderson Research Portfolio — Institutional Shares $49.18 $65.72 301,520 201951.20 49.18 355,240 201840.60 51.20 418,470 201740.97 40.60 489,019 201639.45 40.97 570,782 201535.40 39.45 632,562 201427.55 35.40 735,373 201323.56 27.55 875,231 201225.23 23.56 1,008,187 201122.35 25.23 1,192,247 2010

Legg Mason Partners Variable Equity Trust

ClearBridge Variable Dividend Strategy Portfolio — Class I $16.92 $21.96 76,079 201918.04 16.92 81,863 201815.35 18.04 103,484 201713.54 15.35 111,778 201614.35 13.54 122,764 201512.81 14.35 148,687 201410.31 12.81 172,001 20139.16 10.31 190,588 20128.61 9.16 156,709 20117.78 8.61 150,771 2010

ClearBridge Variable Large Cap Value Portfolio — Class I $30.27 $38.47 70,349 201933.69 30.27 77,808 201829.76 33.69 97,201 201726.71 29.76 106,492 201627.88 26.71 129,123 201525.31 27.88 158,951 201419.40 25.31 164,151 201316.88 19.40 187,135 201216.32 16.88 207,948 201115.12 16.32 242,798 2010

MFS® Variable Insurance Trust

MFS® New Discovery Series — Service Class Shares $33.25 $46.32 9,040 201934.31 33.25 10,673 201827.55 34.31 12,767 201725.68 27.55 22,008 201626.61 25.68 25,441 201529.18 26.61 32,872 201420.95 29.18 41,728 201317.58 20.95 52,545 201219.92 17.58 78,560 201114.86 19.92 106,804 2010

PIMCO Variable Insurance Trust

Total Return Portfolio — Administrative Class Shares $16.01 $17.11 467,081 201916.33 16.01 500,686 201815.78 16.33 543,611 201715.59 15.78 599,481 201615.74 15.59 705,500 201515.31 15.74 888,657 201415.84 15.31 1,052,915 201314.66 15.84 1,229,775 201214.35 14.66 1,475,005 201113.46 14.35 1,574,637 2010

C-6

Subaccounts


Beginning of Period




State Street Variable Insurance Series Funds, Inc.

Income V.I.S. Fund — Class 1 Shares $ 16.73 $ 17.92 157,548 201917.22 16.73 182,780 201816.91 17.22 204,545 201716.65 16.91 219,733 201616.96 16.65 258,296 201516.36 16.96 302,488 201416.82 16.36 360,225 201316.14 16.82 446,211 201215.27 16.14 651,409 201114.40 15.27 726,104 2010

Premier Growth Equity V.I.S. Fund — Class 1 Shares $ 23.78 $ 32.20 159,796 201924.78 23.78 182,690 201819.58 24.78 204,758 201719.38 19.58 236,228 201619.03 19.38 257,407 201516.92 19.03 277,892 201412.72 16.92 325,942 201310.67 12.72 341,656 201210.77 10.67 383,709 20119.79 10.77 491,714 2010

Real Estate Securities V.I.S. Fund — Class 1 Shares $ 82.68 $102.85 98,175 201988.94 82.68 107,033 201885.22 88.94 122,057 201780.03 85.22 137,839 201677.62 80.03 158,268 201559.68 77.62 202,390 201459.00 59.68 229,219 201351.23 59.00 267,735 201247.30 51.23 287,493 201137.20 47.30 321,521 2010

S&P 500® Index V.I.S. Fund — Class 1 Shares $102.87 $132.92 295,497 2019109.52 102.87 331,341 201891.41 109.52 386,223 201783.06 91.41 436,379 201683.34 83.06 505,393 201574.61 83.34 592,752 201457.34 74.61 683,772 201350.26 57.34 809,931 201250.12 50.26 939,903 201144.26 50.12 1,113,407 2010

Small-Cap Equity V.I.S. Fund — Class 1 Shares $ 32.07 $ 39.88 72,691 201936.02 32.07 80,416 201832.41 36.02 86,924 201726.56 32.41 93,113 201628.09 26.56 99,844 201527.46 28.09 111,394 201420.34 27.46 126,066 201318.01 20.34 122,943 201217.71 18.01 136,600 201114.09 17.71 146,345 2010

Total Return V.I.S. Fund — Class 1 Shares $ 62.33 $ 71.17 103,110 201967.50 62.33 112,211 201859.22 67.50 134,023 201756.48 59.22 144,865 201657.94 56.48 161,197 201555.79 57.94 188,311 201449.23 55.79 221,422 201344.36 49.23 262,352 201246.31 44.36 312,468 201142.84 46.31 384,733 2010

C-7

Subaccounts


Beginning of Period




U.S. Equity V.I.S. Fund — Class 1 Shares $23.61 $30.68 88,315 201924.79 23.61 100,047 201820.97 24.79 104,716 201719.45 20.97 117,965 201620.19 19.45 148,373 201518.16 20.19 178,086 201413.75 18.16 210,758 201312.05 13.75 245,477 201212.58 12.05 300,224 201111.57 12.58 353,953 2010

The Alger Portfolios

Alger Large Cap Growth Portfolio — Class I-2 Shares $39.06 $49.08 259,714 201938.77 39.06 294,319 201830.60 38.77 336,639 201731.30 30.60 386,377 201631.20 31.30 445,381 201528.51 31.20 533,121 201421.41 28.51 594,548 201319.76 21.41 694,175 201220.11 19.76 816,367 201117.99 20.11 969,029 2010

Alger Small Cap Growth Portfolio — Class I-2 Shares $25.83 $32.94 294,010 201925.83 25.83 346,000 201820.35 25.83 404,727 201719.42 20.35 484,885 201620.38 19.42 542,339 201520.57 20.38 631,546 201415.54 20.57 752,384 201314.01 15.54 864,702 201214.68 14.01 1,006,170 201111.88 14.68 1,175,828 2010

C-8

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TABLE OF CONTENTS

Statement of Additional Information

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-3

The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-3

Additional Information About the Guarantee Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-4

The Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-4Transfer of Annuity Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-4Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-4

Termination of Participation Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-4

Calculation of Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-5Subaccount Investing in Goldman Sachs Variable Insurance Trust — Government Money Market Fund . . . . . . . . . . . . . B-5Other Subaccounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-6Other Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-6

Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-7Taxation of Genworth Life and Annuity Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-7IRS Required Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-7

General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-7Using the Contracts as Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-7The Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8Non-Participating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8Misstatement of Age or Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8Statement of Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8Trust as Owner or Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8Written Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8

Legal Developments Regarding Employment-Related Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8

Regulation of Genworth Life and Annuity Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-9

Genworth Life and Annuity Insurance Company6610 West Broad Street

Richmond, Virginia 23230

A Statement of Additional Information containing more detailed information about the contract and the Separate Account is availablefree by writing us at the address below or by calling (800) 352-9910.

Genworth Life and Annuity Insurance CompanyAnnuity New Business6610 West Broad StreetRichmond, Virginia 23230

Please mail a copy of the Statement of Additional Information for Genworth Life & Annuity VA Separate Account 1, Contract FormP1150 10/98 or P1143 4/94 (CVA Plus) to:

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AddressStreet

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Signature of RequestorDate

© 2020 Genworth Financial, Inc.

All rights reserved.

Commonwealth Variable Annuity Plus

Issued by: Genworth Life and Annuity Insurance Company 6610 West Broad Street Richmond, VA 23230

Principal underwriter: Capital Brokerage Corporation 6620 West Broad Street - Building 2 Richmond, VA 23230Member FINRA

Genworth Life and Annuity Insurance Company and Capital Brokerage Corporation are Genworth companies.

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COMMONWEALTH VARIABLE ANNUITY PLUS...Genworth Life and Annuity Insurance Company Home Office: 6610...

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Transcript of COMMONWEALTH VARIABLE ANNUITY PLUS...Genworth Life and Annuity Insurance Company Home Office: 6610...