Form S-1/A

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Approximate date of commencement of proposed sale to the public: Continuously on and after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This prospectus describes the LifeHarbor^SM Series, AssetMark Group Guaranteed Income Annuity Certificate (the “Certificate”) issued by Genworth Life and Annuity Insurance Company (the “Company,” “we,” “us” or “our”). The Certificate is issued pursuant to the terms of a Group Guaranteed Income Annuity Contract (the “Contract”) issued by us to AssetMark Investment Services, Inc. (“AssetMark”). The Certificate is offered to clients participating in the AssetMark Investment Services Program, a program sponsored by AssetMark (the “AssetMark Program”), and provides for a guaranteed income over the life of a designated Participant based on the Certificate Owner’s account available through the AssetMark Program (the “Account”), provided all conditions specified in the Certificate are met, regardless of the actual performance or value of the investments in the Account. The Certificate has no cash value and no surrender value.

Prospective purchasers may apply to purchase a Certificate only through broker-dealers that have entered into a selling agreement with Capital Brokerage Corporation (doing business in Indiana as Genworth Financial Brokerage Corporation). We have entered into an underwriting agreement with Capital Brokerage Corporation in order to offer the Certificate to participants in the AssetMark Program. AssetMark serves as an advisor to the Certificate Owners for the sole purpose of providing asset allocation models (“Asset Allocation Models”) that meet the investment risk criteria required to maintain the guaranteed minimum lifetime income benefits provided in the Certificates. AssetMark does not, however, recommend a specific Asset Allocation Model for any particular Certificate Owner. Capital Brokerage Corporation is not required to sell any specific number or dollar amount of Certificates, but will use its best efforts to sell the Certificates.

This prospectus provides important information that a prospective purchaser of a Certificate should know before investing. Please retain this prospectus for future reference.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities, nor has the SEC determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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

A purchase of the Certificate is subject to certain risks. See “Risk Factors” on page .

Certain terms used in this prospectus have specific and important meanings. Some important terms are explained below, and we have tried to explain the meaning of other important terms the first time they are used in the prospectus. You will find in the back of this prospectus a listing of all of the terms, with the meaning of each term explained.

The following is a summary of the Group Guaranteed Income Annuity Certificate described in this prospectus. The prospectus refers to the Group Guaranteed Income Annuity Certificate as the “Certificate.” Unless otherwise noted, this prospectus assumes that you are both the sole Owner and the sole Participant under the Certificate. You should read the entire prospectus in addition to this summary.

The Certificate is a certificate issued pursuant to the terms of the Group Guaranteed Income Annuity Contract (the “Contract”), which is a group guaranteed income annuity contract issued by the Company and owned by AssetMark Investment Services, Inc. (“AssetMark”). Certificates are offered to clients participating in the AssetMark Program, under which client assets are invested in mutual funds or exchange traded funds in accordance with designated Asset Allocation Models. The Certificate provides, under certain specified conditions, for guaranteed minimum lifetime income based on the value of your Account, regardless of how long you live or how the investments in the Account perform. The Certificate does not have a cash value.

In the event that the value of the assets in your Account (“Account Value”) falls below a specified minimum amount, annuity payments for life will begin. The guaranteed minimum lifetime income may increase based on your Account Value. It may also decrease based on your actions as described in this prospectus and in the Certificate.

The guarantees in your Certificate are based on the age and life of the Participant (or on the age and life of the younger of the Participant and the Joint Participant, if one is named).

AssetMark makes available the Asset Allocation Models for your use. Subject to your ability to impose reasonable restrictions on the management of the Account, the assets in your Account are required to remain invested at all times in accordance with one of the designated Asset Allocation Models as discussed in this prospectus or your Certificate may terminate and your guarantee may be reduced to zero. AssetMark is an affiliate of the Company, but neither we nor AssetMark manage the Account. Your Account is managed by your designated Advisor and administered by the Custodian.

While your Certificate is in force, an asset charge (the “Asset Charge”) is periodically calculated and deducted from the Account Value. The Asset Charge is calculated as a specified percentage of your Account Value at the time the Asset Charge is calculated.

The Asset Charges pay for the insurance protections provided by the Certificate.

The guaranteed maximum Asset Charge we can ever charge for your Certificate is shown below. We currently charge a lower amount, which is also shown below. For an explanation of when we could increase the Asset Charge under your Certificate, see “Will I pay the same amount (in dollars) for the Withdrawal Guarantee every quarter?”

The current Asset Charge for the Certificate, as a percentage of the Account Value of a Certificate on an annual basis, is:

Detailed examples of how the Asset Charge is calculated in different circumstances are set forth in the section of this prospectus entitled “Asset Charges.”

The Asset Charges listed above are in addition to any charges that are imposed in connection with advisory, custodial and other services or charges imposed by the mutual funds and exchange traded funds in which your Account invests.

You have the right to cancel your Certificate at any time without additional charges. We will return the portion of fees collected in advance for the current billing period representing the number of days remaining in the billing period.

The Certificate provides two fundamental protections to AssetMark Program clients. First, it protects the Certificate Owner from the risk of outliving the assets in the Account. This risk is often called “longevity risk.” Second, it protects the Owner from downward fluctuations in his or her retirement income due to changes in market performance. This is known as “income volatility risk.”

Both of these risks increase when you have poor market performance early in retirement. The risk of retiring on the eve of a down market (or “point-in-time risk”) contributes greatly to both longevity and income volatility risk.

These risks are important to many clients who consider the assets in their Account a source or potential source for lifetime income in retirement or for other long-term purposes.

The Certificate does not provide a guarantee that the Account will retain a certain value or that the value of your Account will remain steady or grow over time. Instead, it provides for a guarantee, under certain specified conditions, that regardless of the performance of the assets in the Account and regardless of how long you live, you will be able to receive a guaranteed level of annual income for life. This income comes first in the form of withdrawals from your Account and, only if most of the Account Value is exhausted, from subsequent payments made to you by the Company.

It is therefore important to understand that while the preservation of capital may be one of the goals of the underlying asset management strategy of your Account, the achievement of that goal is not guaranteed by this product.

The Certificate has two phases: a “Funding Phase” and a “Payout Phase.” During the Funding Phase, you may make additional investments in your Account and take withdrawals from your Account. You are responsible for managing your withdrawals during the Funding Phase. When your Account Value falls below a specified minimum amount, the Payout Phase begins and you no longer have an Account Value. During the Payout Phase of the Certificate (if any), we make fixed guaranteed annual annuity payments to you for as long as you live. Your Certificate provides that the Payout Phase occurs only under certain conditions as described in this prospectus and in your Certificate.

When you purchase a Certificate, we establish a guarantee amount called the “Withdrawal Guarantee.” This is the maximum amount you will be permitted to withdraw each year from your Account after you reach the age of 65 without reducing the amount of the guaranteed minimum lifetime income under your Certificate. The initial Withdrawal Guarantee is established when we issue to you your Certificate (the date on which we issue the Certificate is called the

“Certificate Date”) and is equal to your Account Value on that date, multiplied by the “Withdrawal Guarantee Factor.” The Withdrawal Guarantee Factor is currently 5%. The amount of the Withdrawal Guarantee may increase or decrease as described below as a result of subsequent adjustments.

We will begin making annuity payments to you in accordance with the “Guaranteed Income” provision of the Certificate (these payments are called “Guaranteed Income” payments) if and when withdrawals from your Account (within the limits of the Certificate) and/or poor investment performance reduce your Account Value below the Withdrawal Guarantee or a minimum Account Value specified in your Certificate (the greater of these two amounts is called the “Minimum Amount”), or if the Participant (or younger Joint Participant, if any) reaches the maximum annuity age specified in the Certificate (this is referred to as the “Maximum Annuity Age”). Payments under the Guaranteed Income provision (referred to as “Guaranteed Income”) are calculated annually based on the amount of your Withdrawal Guarantee (unless the “Base Income” provision of the Certificate described below would provide a larger payment than the Withdrawal Guarantee, in which case we will make payments to you under the Base Income provision). Guaranteed Income payments will continue until the death of the Participant(s).

How do I purchas e a Certificate? How Does It Relate to AssetMark Investment Services?

You may purchase a Certificate when you first open your Account or at any time thereafter (prior to your or the younger Joint Participant’s age 85). The minimum size of your Account in order to purchase a Certificate is $50,000 for mutual fund Accounts and $100,000 for exchange traded fund Accounts. (The two different types of Accounts are discussed below. See “Management of Your Account” on page .) The Certificates are issued in accordance with the terms of the Contract issued by us to AssetMark. The Contract is a group guaranteed income annuity contract. We will not issue Certificates to Owners (other than in the case of an IRA) whose Account Values are greater than $2,000,000 (the “Account Limit”) without the approval of our Home Office (as set forth in the Certificate). If you make an Addition which brings your Account Value over $2,000,000, we will suspend increases to the Withdrawal Guarantee until you remove the excess addition. Similarly, if you make an Addition when your Account is already over $2,000,000, we will suspend increases to the Withdrawal Guarantee until you remove the entire Addition. We will apply these limits to the aggregate Account Values of non-IRA Certificates of the same Certificate Owner (or beneficial owner) and reserve the right to limit the number of non-IRA Certificates held by the same Owner (or beneficial owner) to three (3).

The Certificate is purchased under the Contract by clients participating in the AssetMark Program. You may elect to purchase a Certificate pursuant to the Contract with AssetMark by completing an election form or other form authorized by us. If this form is accepted by us at our Home Office, we will issue a Certificate to you describing your rights and obligations.

This is a list of the currently available professional asset managers or “strategists” who each provide specific Asset Allocation Models that are available for use with the Certificate and that correspond to specific risk return profiles (“Profiles”).

Your Account may p erform well enough so that you may not need the guarantee.

In general, the assets in your Account must be invested in accordance with one of the designated Asset Allocation Models. Oversight of the Asset Allocation Models is provided by AssetMark. The actual development and maintenance is performed by professional investment firms or “strategists” (the currently-available strategists are listed directly above) who are selected through a due diligence process. The Asset Allocation Models, together with the limits on the amount you may withdraw annually without reducing your Withdrawal

Guarantee, are intended to minimize the risk to the Company that your Account Value will be reduced below the Minimum Amount before the Participant(s) dies. Accordingly, a significant risk against which the Certificate protects, i.e., that your Account Value will be reduced below the Minimum Amount by withdrawals (within the limits of the Certificate) and/or poor investment performance and that you live beyond the age when your Account value is reduced below the Minimum Amount (assuming you are the Participant), is likely to be small. In this case, you would have paid us Asset Charges for the life of your Certificate and received no payments in return.

Despite general societal increases in longevity, you may still die prematurely, and thus never receive any payments under the Certificate. This Certificate is designed to provide protection in many cases to clients who live beyond life expectancy. However, you do not have to live beyond life expectancy to receive payments under the Certificate, and conversely, living beyond your life expectancy does not guarantee payments from us.

The assets in your Account are owned by you and not us. We have no control over any of the assets in your Account. The assets in your Account are not subject to our creditors. However, assets in your Account may be subject to being directly attached by your creditors. You may at any time sell the assets in your Account in your complete and sole discretion, and without any permission from us. There is a risk that if you pledge the assets in your Account as collateral for a loan and the value of the assets in your Account decrease in value, your creditor may liquidate assets in your Account to pay the loan (a “margin call”). The margin call will be a Withdrawal from your Account and it may reduce your Withdrawal Guarantee. Using the assets in your Account as collateral for a loan, therefore, may cause you to lose the protection afforded by the Certificate.

Early Withdrawals and Excess Withdrawals may substantially reduce your guarantees.

Certain types of withdrawals reduce your Withdrawal Guarantee. Examples are shown in the “How are Decreases to the Withdrawal Guarantee calculated?” section of this prospectus. The consequences of withdrawing more than the Withdrawal Guarantee in a given year after the Withdrawal Exercise Date (“Excess Withdrawals”) may be especially severe as your Account Value declines.

You ma y choose to cancel your Certificate prior to a severe market downturn.

The Certificate is designed to protect the Participant(s) from outliving the assets in your Account. If you terminate the Certificate before reaching the Payout Phase, we will not make payments to you, even if subsequent market performance reduces your Account Value below what had been the Minimum Amount when your Certificate was in force.

The Certificate is not a separate account product. This means that the assets supporting the Certificate are not held in a separate account of the Company for the exclusive benefit of Certificate Owners and are not insulated from the claims of the Company’s creditors. Your lifetime income payments (if any), or Base Income payments (if any), will be paid from our general account and, therefore, are subject to our claims paying ability. See the “Financial Strength of the Company” on page .

The Certificate is novel and innovative. To date, the tax consequences of the Certificate have not been addressed in published legal authorities. We intend to treat your Certificate as an annuity contract in reporting taxable income attributable to the Certificate to you and to the Internal Revenue Service. Assuming the Certificate is correctly treated as an annuity contract for tax purposes, Guaranteed Income payments made to you after your Account Value has been reduced below the Minimum Amount will be ordinary income to you that is taxable to the extent provided under the tax rules for annuities. Similarly, if you exercise your right to liquidate your Account and apply all of the proceeds to the Base Income provision, payments under the Base Income provision should also be treated as ordinary income that is taxable to the extent provided under the tax rules for annuities. We believe that, in general, the tax treatment of transactions involving investments in your Account more likely than not will be the same as it would be in the absence of the Certificate. We can provide no assurances, however, that a court would agree with the foregoing interpretations of the law if the Internal Revenue Service were to challenge the foregoing treatment. You should consult a tax advisor before purchasing a Certificate. See “Taxation of the Certificate” for further discussion of tax issues relating to the Certificate on page .

The Certificate is a group guaranteed income annuity certificate offered to clients of the AssetMark Program. While you generally will not have personal contact with representatives of AssetMark, AssetMark is a registered investment adviser that serves as one of your investment advisers for this product for the limited purpose of providing Asset Allocation Models that meet the investment risk criteria required to maintain the guaranteed minimum lifetime income benefits provided in the

Certificate. Certificates are offered only to participants in the AssetMark Program whose assets are invested in accordance with designated Asset Allocation Models available under the AssetMark Program. The Certificates are designed for AssetMark Program participants who intend to use the investments in their Account as the basis for periodic withdrawals (such as systematic withdrawal programs involving regular annual withdrawals of a certain percentage of the Account Value) to provide income payments for retirement or for other purposes.

As the owner of the group Contract under which the Certificates are offered, AssetMark is the entity responsible for administering the Certificate on your behalf during the Funding Phase. This responsibility includes obtaining your instructions as to the income election, if any, by the Maximum Annuity Age as specified in your Certificate. AssetMark is also responsible for transferring to us your Account Value at the time you elect an income option. AssetMark and/or your custodian may require your written authorization to complete this transfer. Any delay in providing such authorization, if required, may delay your income payments. AssetMark makes available the Asset Allocation Models for your use and administers your Certificate during the Funding Phase of the Certificate. AssetMark is an affiliate of the Company, but neither we nor AssetMark manage your Account. Your account is managed by your designated Advisor and administered by the Custodian.

The Certificate provides for a guaranteed income over the remaining life of the Participant (or, if applicable, Joint Participants), based on the Withdrawal Guarantee, should the Account Value drop below the specified Minimum Amount. Provided all contractual terms have been satisfied, we will make continuing payments for the lifetime of the Participant (or, if applicable, for the lifetimes of the Joint Participants) in the form of fixed annuity payments equal to the Withdrawal Guarantee, or the Base Income amount if greater.

We are not an investment advisor and do not provide investment advice to you in connection with your Certificate. For more information about the AssetMark Program, you should talk to your Advisor or representative and review the materials they provide concerning the AssetMark Program.

The Certificate provides supplemental protection relating to your AssetMark Program investments by ensuring that, regardless of how your investments actually perform or the actual value of your investments when you begin your withdrawal program from your AssetMark Account for retirement or other purposes, you will receive predictable income payments for as long as you live.

The AssetMark Program is offered through investment advisors (each, an “Advisor”) who generally act as a client’s primary contact with respect to the AssetMark programs. The Advisor evaluates the client’s needs and objectives, recommends a “Risk-Return Profile” (frequently through the completion by the client of a “Discovery Workbook” provided by AssetMark), and consults with the client concerning the client’s participation in the AssetMark Program. The Advisor may also recommend a specific Asset Allocation Model.

There are two Risk-Return Profiles — Risk-Return Profile 3 and Risk-Return Profile 4 — that are designated for use with the Certificate. These two Risk-Return Profiles are designed with several goals in mind. Risk-Return Profile 3 corresponds to a “balanced growth” asset allocation. Risk-Return Profile 4 corresponds to a “growth” allocation. Risk-Return Profile 3 is considered a balanced allocation and is designed for current income and long-term capital appreciation. The profile is broadly diversified, with allocations to U.S. Fixed Income instruments to provide current income and to U.S. and International Equity instruments to enhance diversification, protect the real value of principal and enhance long-term returns. The target allocation mix is 60% equities and 40% fixed income. Risk-Return Profile 4 is considered a balanced growth allocation and is designed for long-term capital appreciation, with a secondary objective of moderate current income. Assets are predominately allocated to U.S. Equity instruments to provide long-term capital appreciation and to protect the real value of principal. International instruments may be included to provide diversification and enhance long-term returns. U.S. Fixed Income instruments may be included to provide current income and diversification. The target allocation mix is 75% equities and 25% fixed income.

You are required to maintain your Account in the Profile you have in place when you purchase a Certificate. In other words, you may not switch between Profiles 3 and 4 and still maintain the Withdrawal Guarantee. However, you may switch between approved strategists (as defined below) within the same Risk-Return Profile.

The assets in your Account are managed through an Asset Allocation Model. The oversight of the Asset Allocation Model is managed by AssetMark. The actual development and maintenance is performed by a professional investment management firm (a “Strategist”) recommended by AssetMark. AssetMark reviews such Asset Allocation Models and monitors the execution and maintenance of the Asset Allocation Models. Neither we nor the provisions of the Certificate determine or direct the management of the investments in your Account. Investments in accordance with the various Asset Allocation Models are the same whether or not a client purchases the Certificate. If you cancel your Certificate but choose to remain in the Asset Allocation Model you previously selected, no change will occur to the Asset Allocation Model solely because you canceled your Certificate with us.

Each of the Strategists provides Asset Allocation Models that correspond to one or more of six Risk-Return Profiles, ranging from conservative to aggressive. The goal is to provide clients with a variety of Asset Allocation Models for attaining the client’s investment objectives. The Asset Allocation Models that correspond to two of the Profiles — Profiles 3 and 4 — are eligible for use with the Certificate. The use of Asset Allocation Models is intended to reduce your market risk over time thereby reducing the possibility that we will be required to make Guaranteed Income payments under the Certificate.

You and your Advisor should review each Strategist’s style and the available Asset Allocation Models prior to making the election of which Model(s) to follow in your own Account under the AssetMark Program. Each of the Strategists is evaluated periodically (typically quarterly) by AssetMark and its Investment Oversight Committee to assess if the Strategist is performing its role of developing and maintaining models properly. From time to time, AssetMark adds and removes Strategists to the AssetMark Program. Except as provided in the following paragraph, you are required to maintain your Account in an Asset Allocation Model of one of the currently approved Strategists in the AssetMark Program.

Clients are able to impose “reasonable restrictions” on the management of their Accounts in accordance with an Asset Allocation Model. Whether a particular restriction is reasonable is a factual determination that will be made by AssetMark in the context of each requested restriction. In general, requests that an Account not invest in a particular mutual fund or exchange traded fund and requests not to invest Account assets in an asset class that has a small allocation under the Asset Allocation Model that the client has selected will be considered reasonable. In contrast, restrictions that are fundamentally inconsistent with the basic approach of an Asset Allocation Model or that would result in an investment allocation for the client that does not correspond to the Profile to which the selected Asset Allocation Model normally corresponds would not be considered reasonable.

A table is set forth below which shows each Strategist available for each Profile and the asset classes each Strategist currently recommends for each available Asset Allocation Model. Certain Asset Allocation Models provide for investments in mutual funds, while others use exchange traded funds. Both types of Asset Allocation Models are shown.

Each Strategist may change its Asset Allocation Models, such as by revising the percentages allocated to various asset classes and the specific mutual funds or exchange traded funds used for investing in a particular class. When your Asset Allocation Model is updated, AssetMark will reallocate your Account Value in accordance with any changes to the Model you have selected. This means the allocation of your Account Value, and potentially the securities, in which you are invested, will change to reflect the allocations and securities in the updated Model. Reallocation transactions may have tax consequences. For example, any sales resulting from a reallocation will be a taxable event, and you will not be able to apply the proceeds therefrom to purchase new Account investments that satisfy the revised Asset Allocation Model(s) on a tax-free basis. The amount of your Guaranteed Income payments will not be reduced if your investments are reallocated in accordance with the revised Model. If you do not accept the changes to your selected Model (subject to any reasonable restrictions you have imposed), the amount of Guaranteed Income payments will be reduced or your Certificate may terminate. Upon any termination any fees previously paid for the Certificate will not be returned with the exception of the portion of that quarter’s Asset Charge which is equal to the number of days remaining in the quarter.

If a Strategist makes a change which causes the Asset Allocation Model to no longer fall within a specific profile, then, within 90 days of receipt of notice, you must change to another Asset Allocation Model currently available within the Profile you selected at the time the Certificate was issued. If you do not select another Asset Allocation Model within the notice period, your Certificate will terminate.

Strategist generally utilize either strategic (passive) or tactical (active) asset allocation. Models using strategic asset allocation are generally revised on a quarterly or annual basis. Models using tactical asset allocation are revised in accordance with the Strategist’s perception of changes in market conditions. Revisions of tactical Models could take place more or less frequently than quarterly. If you do not approve of changes made by the Strategist, you may still keep your Withdrawal Guarantee if you switch to another approved Asset Allocation Model. A Certificate Owner is permitted to switch Models within their Profile, including switching between mutual fund and exchange traded fund Accounts, so long as the changes meet AssetMark’s account minimums. Certificate Owners are not currently permitted to switch between Profiles, although we reserve the right to permit such switching in the future.

The Asset Allocation Models are subject to the same risks faced by similar asset allocation models offered in the market, including, without limitation, market risk (the risk of an overall down market), interest rate risk (the risk that rising or declining interest rates will hurt your investment returns), idiosyncratic risk (the risk that an individual asset will hurt your returns) and concentration risk (the risk that due to concentrations in a certain segment of the market which performs poorly, your returns are lower than the overall market). The Asset Allocation Models may not achieve their respective investment objectives regardless of whether or not you purchase the Certificate.

AssetMark provides you or your Advisor with written descriptions of each of the Strategists, an overview of the firm’s key personnel, and a summary of the prior performance of each Model. AssetMark has software applications which provide your Advisor with the capability of directly monitoring its client accounts, downloading information concerning changes in the AssetMark Program, and accessing current information relating to the AssetMark Program. You are provided with custodial reports from an independent third-party custodian and quarterly performance reports.

Your Advisor provides the specific advice to you concerning the Strategist(s) and Model(s) you chose. Your Advisor and/or you retain discretion to choose the Strategist(s), and the Model(s) from the approved list of Asset Allocation Models in order to maintain the Withdrawal Guarantee and the initial Risk Return Profile. You should understand, however, that applicable Federal and state laws and regulations relating to broker-dealers and insurance agents may preclude your Advisor from providing advice to you regarding the Certificate.

As stated previously in this prospectus, the Certificate has two phases: a “Funding Phase” and “Payout Phase.” The Funding Phase is described in the following section of this prospectus.

Important definitions you will need to understand are the following: “Withdrawals” are any withdrawals from your Account that are not shown in the Certificate as a “Withdrawal Exception.” Amounts you may withdraw pursuant to the Withdrawal Guarantee are “Guaranteed Withdrawals.”

The Funding Phase begins on the Certificate Date, which is the date your Certificate is issued by us. There are several important aspects of the Funding Phase you should understand. They are:

Unless otherwise noted, this prospectus assumes you are both the sole Owner and the sole Participant under the Certificate.

What is the Withdrawal Guarantee? The Withdrawal Guarantee is the amount that you may withdraw from your Account each year after age 65 without reducing the guaranteed minimum lifetime income under the Certificate. Understanding and managing the Withdrawal Guarantee has a direct impact on the amount of annuity payments (if any) we will pay to you in the Payout Phase under the Certificate. You should pay very close attention to the Withdrawal Guarantee over the life of your Certificate and understand how it is computed and how it can increase and decrease. Such calculations are described in the following sections.

What is the Withdrawal Guarantee Factor? The Withdrawal Guarantee Factor is currently 5%. This Factor may be a percentage or mathematical formula used, along with your Account Value, to determine your Withdrawal Guarantee. We reserve the right to change the Factor on January 1st of each year. You will be provided at least 30 days prior notice of any changes. If there is a Withdrawal Guarantee Factor change, calculations using this new Factor will be compared to the current Withdrawal Guarantee. If the result is lower, you will retain your current Withdrawal Guarantee, (unless your Withdrawal Guarantee is impaired by any Early Withdrawals or Excess Withdrawals). Therefore, the Initial Withdrawal Guarantee cannot decrease as a result of a change in the Withdrawal Guarantee Factor.

What is a Withdrawal Year? You must have reached age 65 to have a Withdrawal Year. Once you reach age 65, a Withdrawal Year is the year between two Birthdays. It is the period during which you can take your annual Withdrawal Guarantee.

What is a Valuation Day? We perform calculations for your Certificate only on days when the New York Stock Exchange (“NYSE”) is open for trading. These days are referred to as Valuation Days. Your Account will be invested in mutual funds or ETF shares that are valued or publicly traded on the NYSE or other markets. If for some reason one of your investment is not valued or does not trade on a particular Valuation Day, we will not perform calculations until the next Valuation Day.

Your initial Withdrawal Guarantee is equal to the Account Value on your Certificate Date multiplied by the Withdrawal Guarantee Factor.

Example: Assume in the following example that you are the sole Owner and Participant and that you are invested in Profile 3 with an Account Value of $500,000. In this case, your initial Withdrawal Guarantee is:

The Account Value: $500,000, multiplied by, the Withdrawal Guarantee Factor of 5%; an Initial Withdrawal Guarantee of $25,000.

May I start taking Guaranteed Withdrawals Immediately? If you are over age 65 when the Certificate is issued, you may begin to take Guaranteed Withdrawals immediately or at anytime thereafter. In that case, if you take Withdrawals before your next

Birthday, you are limited to an amount proportional to the number of days until your next Birthday.

Example: Assume in the following example that you are the sole Owner and Participant and that you are invested in Asset Allocation Model 3 with an Account Value of $500,000. Also assume that today is March 31st, that your Birthday is July 1st and that you are currently over 65 years old.

If you wish to take Guaranteed Withdrawals before your next Birthday, you may withdraw the following amount:

360, equals $6,319.44 in Guaranteed Withdrawals you may take until your next Birthday.

You may take this $6319.44 amount at anytime before your next Birthday. In the years following your first Birthday, you may take the full $25,000 amount of Guaranteed Withdrawals at any time during the year.

Increases (if any) may occur only on your Birthday. Increases to the Withdrawal Guarantee can occur as a result of additional investments in your Account that you make and by positive investment performance by your Account. Each year on your Birthday, we will perform a calculation to see if your Withdrawal Guarantee is increased. If your Account Value, multiplied by the then current Withdrawal Guarantee Factor, equals an amount greater than your current Withdrawal Guarantee, we will increase your Withdrawal Guarantee to the higher amount. Once this increase occurs, your new Withdrawal Guarantee can decrease only as set forth in the “How are Decreases to the Withdrawal Guarantee calculated?” section below.

Example: Assume in the following example that you are the sole Owner and Participant, that your initial Account Value was $500,000 and that your initial Withdrawal Guarantee was $25,000. Assume further that as a result of additional investments you have made, Guaranteed Withdrawals you have taken, gains and losses in your Account and the various fees you have paid from your Account, your current Account Value on your next Birthday is $600,000.

Since $30,000 is greater than $25,000, your new Withdrawal Guarantee is $30,000.

Your Certificate will contain an endorsement, included in the price of the Certificate. The endorsement may serve to increase your Withdrawal Guarantee on your Birthday, so long as you have not taken a Withdrawal from your Account since your Certificate Date.

On the Birthday, if no Withdrawals have been taken since the Certificate Date, the Withdrawal Guarantee will be the greater of: (1) the Withdrawal Guarantee computed as described above; and (2) the Withdrawal Guarantee due to Total Additions. “Total Additions” are described below:

“Additions” are amounts, not set forth as addition exceptions in the Certificate, that are received and applied to your Account after the Certificate Date. “Total Additions” is the sum of the initial Account Value on the Certificate Date plus any Additions. The Withdrawal Guarantee is equal to the total Withdrawal Guarantee that the Total Additions (including the original payment) would purchase.

Example: Assume that your Certificate Date was February 1^st of this year, and that your initial Account Value and Withdrawal Guarantee were $100,000 and $5,000 respectively. Also assume that the market declined, bringing your Account Value to $90,000 by July 1^st. If you made a subsequent Addition of $10,000 on August 1, and if you have not made any Withdrawals since the Certificate Date, on your next Birthday (assume September 1^st) your Withdrawal Guarantee under this feature would be:

Total Additions (including original payment) x Withdrawal Guarantee Factor ($100,000 + $10,000) x 5% = $5,500

On the 90^th day following the Certificate Date, we will perform and apply all calculations permitted to increase

your Withdrawal Guarantee as if it were your Birthday. This will only occur once during the term of your Certificate.

Example: Assume for this example that your Certificate Date is June 1, 2007. You initial Account Value is $200,000 and your initial Withdrawal Guarantee is $10,000. On August 29, 2007, 90 days after the Certificate Date, your Account Value is $300,000 due to several Additions. Your new Withdrawal Guarantee on the 90^thDay would be $15,000.

Your Withdrawal Guarantee will decrease for two specific types of Withdrawals: (1) an Early Withdrawal and (2) an Excess Withdrawal.

What is an Early Withdrawal? An Early Withdrawal is any Withdrawal prior to age 65. Early Withdrawals may significantly lower your Withdrawal Guarantee; therefore, you should carefully consider your decision to take Withdrawals prior to age 65. The Certificate does not require us to warn you or provide you with notice regarding potentially adverse consequences that may be associated with any Withdrawals or other types of transactions involving your Account Value.

If your Certificate is issued after age 65, you do not have to be concerned about an Early Withdrawal.

Each time you make an Early Withdrawal, your Withdrawal Guarantee will be reduced to the lower of: (1) an amount equal to the Withdrawal Guarantee you would have if you bought a new Certificate on the day of the Early Withdrawal and (2) your prior Withdrawal Guarantee. Here is an example:

Example: Assume for this example that you purchased the Certificate at age 57 and that you are now age 58. Assume further that your current Withdrawal Guarantee is $10,000 and that your Account Value yesterday was $215,000. Your withdrawal today was $25,000 and your Account Value at the end of the day today is $189,000 (a reduction being the result of the Withdrawal and investment losses of $1,000).

Because you are under age 65, this is an Early Withdrawal. Your adjusted Withdrawal Guarantee will be the lower of:

Because $9,450 is less than $10,000, your new Withdrawal Guarantee will be $9,450.

What is an Excess Withdrawal? Once you are age 65 or more, an Excess Withdrawal occurs each time you Withdraw more in a Withdrawal Year than your Withdrawal Guarantee. An Excess Withdrawal may substantially reduce your Withdrawal Guarantee. You should carefully consider the consequences of Excess Withdrawals. The Certificate does not require us to warn you or provide you with notice regarding potentially adverse consequences that may be associated with any Withdrawals or other types of transactions involving your Account Value.

Each time you make an Excess Withdrawal, your Withdrawal Guarantee will be reduced to the lower of: (1) an amount equal to the Withdrawal Guarantee you would have if you bought the Certificate new on that day and (2) your prior Withdrawal Guarantee. The example below is similar to the Early Withdrawal example, but because you are over age 65 and are permitted to take Guaranteed Withdrawals, there is a slight difference.

Example: Assume that your current Withdrawal Guarantee is $20,000 and that your Account Value yesterday was $390,000. Assume also that while you have not taken any Withdrawals since your last Birthday, you decide to take a $30,000 Withdrawal today. This is an Excess Withdrawal. If your Account Value at the end of the day today is $360,000, your new Withdrawal Guarantee will be:

Since $18,000 is lower than $20,000, your new Withdrawal Guarantee will be $18,000.

In the case of an Early Withdrawal or an Excess Withdrawal, you will have 30 days to restore the Withdrawal Guarantee to the amount that was in effect prior to the Early or Excess Withdrawal. To do so, you must do the following:

What are some thi ngs to consider in managing my Withdrawals from my Account?

There are many factors that will influence your decision of when to take Withdrawals from your Account, and in what amount. No two investors’ situations will be exactly the same. You should carefully weigh your decision to take Withdrawals from your Account, the timing of the Withdrawals and their amount. You should consult with your Advisor and a tax advisor.

In addition to the advice you receive, here are a few things to consider. First, Early Withdrawals and Excess Withdrawals will reduce your Withdrawal Guarantee. The reduction may be substantial, especially if your Account Value is significantly lower than it was when the Withdrawal Guarantee was last computed or adjusted. Consider if you have other sources of income, especially non-guaranteed income, before making such Withdrawals.

Second, once your are ready to take Guaranteed Withdrawals from your Account, consider setting up a quarterly, monthly or other systematic withdrawal program through your Advisor, custodian or other service provider. Doing so may help limit the risk that you will make an Excess Withdrawal. You may plan to update the systematic withdrawal each year on your Birthday in case your Withdrawal Guarantee has increased.

Third, consider the timing of taking any Withdrawals. Because your Withdrawal Guarantee can increase on your Birthday and is generally based on the Account Value and the Withdrawal Guarantee Factor, the higher your Account Value is on your Birthday, the more likely you will be to receive an increase in your Withdrawal Guarantee. You might have a higher Withdrawal Guarantee if you defer the Withdrawal until after your Birthday. Finally, you should also consider that the longer you wait to begin making Withdrawals, the less likely you will be to benefit from the Withdrawal Guarantee because your life expectancy will decrease as you get older.

After you purchase your Certificate, you are required to pay the Asset Charge. The Asset Charge is set forth in your Certificate, and is based on the Asset Allocation Model in accordance with which the assets in your Account are invested, as well as whether you purchase the Certificate with yourself designated as the sole Participant, or with you and your spouse designated as Joint Participants. The Asset Charge will be deducted quarterly as a separate charge from your Account and remit it to us. The sale or transfer of investments in your AssetMark Account to pay the Asset Charge will not be treated as a Withdrawal for purposes of determining the Withdrawal Guarantee.

The Asset Charge is computed and collected on the same schedule and in the same manner as the advisory fees for your Account. As of the Certificate Date, we will assess a full quarterly Asset Charge. This full amount will be deducted from your Account at the end of the month. At the beginning of the next calendar quarter, we will assess a quarterly Asset Charge, in advance, based on the average Account Value during the previous quarter. This may result in a slightly lower charge for Certificates which were in force for only part of the prior quarter, to compensate for the full quarterly fee billed in advance when the Certificate was purchased.

Set forth below are examples of how the initial and subsequent Asset Charge is computed.

Example: Assume that your Certificate Date is February 14, and your initial Account Value is $100,000. Assume also that the Asset Charge is 1.00% annually (0.25% quarterly).

You will be billed for the initial $250 full quarterly Asset Charge at the end of February: Initial Account Value ($100,000) * Asset Charge (1.00%) / 4 = $250.

At the end of March, you will be charged in advance for the second quarter of the year, based on the average Account Value during the first quarter. If your Account Value was constant each day through March 31 at $100,000, your average balance for the first quarter would be $50,000, as the Account was only open for one-half of the first quarter. Thus your Asset Charge for the second quarter would be: Average Account Value ($50,000) * Asset Charge (1.00%) / 4 = $125.

Thereafter, at the end of each calendar quarter the Asset Charge will be calculated based on the average Account Value for the entire prior quarter. If you pay the quarterly Asset Charge and then cancel your Certificate during the quarter, we will refund to you the portion of that quarter’s Asset Charge which is equal to the number of days remaining the in the quarter.

The current Asset Charge, as a percentage of the Account Value of a Certificate, is:

The Asset Charges listed above are in addition to any charges that are imposed in connection with advisory, custodial and other services (including any fees charged by your Advisor) or charges imposed by the mutual funds and exchange traded funds in which your Account invests.

We reserve the right to have the Asset Charges deducted through means other than deduction from Accounts.

Will I pay the same amount (in dollars) for the Withdrawal G uarantee every quarter?

Only if your average Account Value multiplied by the Asset Charge percentage is exactly the same amount (in dollars) every quarter will your actual fee remain constant. Because the amount (in dollars) you pay us for the Withdrawal Guarantee varies based in part on your Account Value, it will likely change from quarter to quarter. Here are several examples:

Example: Assume in the following example that your Asset Charge is 1.00% and that you have an average Account Value of $500,000. In this case, your quarterly Asset Charge for the Withdrawal Guarantee would be:

$500,000, multiplied by 1.00% divided by 4; for a quarterly Asset Charge of $1,250.

Example, continued: Assume that over the next quarter due to Guaranteed Withdrawals and due to poor market performance of the assets in your Account, your average Account Value for the quarter was $400,000.

The quarterly Asset Charge for the Withdrawal Guarantee for the following quarter would be:

$400,000 multiplied by 1.00% divided by 4; for a quarterly Asset Charge of $1,000.

Example, continued: Assume now that over the next quarter you take no Withdrawals, but your average Account Value, due to Additions and good market performance, rises to $600,000 for the quarter.

$600,000 multiplied by 1.00% divided by 4; For a quarterly Asset Charge of $1,500.

You should note that in these scenarios, your Withdrawal Guarantee would not decline even though the Account Value declined as a result of the deduction of the Asset Charge because the Asset Charge does not constitute an Early Withdrawal or Excess Withdrawal. However, because the Asset Charge is computed based on your average Account Value and not on the amount of the Withdrawal Guarantee, the fee you pay will go down when the average Account Value declines. Similarly, if your Account Value and Asset Charge have increased as of a quarterly computation date, unless that date is a Birthday, your Withdrawal Guarantee would not increase.

We reserve the right to change the Asset Charge. We will send you advance written notice of such change at least 30 days before the change becomes effective, which will be at the end of the next calendar quarter. Charges will be assessed on the weighted average of the Account Value on the effective date of the change at the old rate, and Additions at the new rate from the point of the Addition forward. Thereafter the new rate will be used at the end of each calendar quarter to calculate your Asset Charge and will be applied to your entire average Account Value for the prior calendar quarter.

Will the fees I pay for advice and other services impact my Account Value and the guarantees under my Certificate?

Yes, they might. The provisions of your Certificate allow for a certain percentage of your Account Value to be paid each year for advisory and other services without being considered a Withdrawal (the “Withdrawal Exception”). However, if your actual fees for advice and other services exceed this amount, the excess is considered a Withdrawal. Any fees taken for custodial services are not considered a Withdrawal. Currently, the Withdrawal Exception percentage for such items is 1.55%. We monitor the fees you pay and compare it to this percentage to see if you have exceeded the permitted amount. The dollar amount of the Withdrawal Exception percentage is computed at the end of each quarter in the same manner as the Asset Charge is calculated.

This means that if you are under age 65 and you exceed the Withdrawal Exception percentage for the year, you will, in effect, have an Early Withdrawal. If you are age 65 or over and exceed the Withdrawal Exception percentage, you will have, in effect, an Excess Withdrawal if you also take the full Withdrawal Guarantee that year. Both Early and Excess Withdrawals reduce your Withdrawal Guarantee. Here is an example of the Withdrawal Exception:

Example: Assume in the following example that for the current quarterly billing cycle your average Account Value was $500,000 and that for the quarter you paid $1,750 for advisory and other fees. Assume further that the Withdrawal Exception percentage listed on your Certificate is 1.55%.

Average Account Value ($500,000), multiplied by the Withdrawal Exception percentage (1.55%) divided by 4 (to compute a quarterly amount), equaling $1,937.50. Since $1,750 is less than $1,937.50, you have not exceeded the Withdrawal Exception. Had your advisory and other platform fees exceeded $1,937.50, every dollar over that amount would count as a Withdrawal.

In the Payout Phase, there are two types of income provisions available under the Certificate. You may elect only one and not both. They are the Guaranteed Income and Base Income provisions. In both cases, your Account Value is transferred to the Company as the premium payment for a fixed income annuity (“Annuity”) issued by the Company.

You will begin to receive Guaranteed Income payments from us after your Account Value is transferred to us as your premium payment to us on the Annuity Exercise Date. There are three ways to reach the Annuity Exercise Date: (1) your Account Value falls below your Withdrawal Guarantee, (2) your Account Value falls below the minimum in-force Account Value set by AssetMark which is $20,000 set by AssetMark for your Account or (3) you or the younger Joint Participant, if any, reach age 100. In each case there will be a 30-day Notice Period after the Annuity Exercise Date, during which you can still cancel your Certificate. If you do not cancel your Certificate, your entire Account Value will be paid to us at the end of the Notice Period. You will then receive lifetime annual income payments equal to the Withdrawal Guarantee. You or your named beneficiary are guaranteed to receive the premium amount back in the form of income payments even if you were to die before such payments occur (“return of premium”).

The three scenarios triggering Guaranteed Income payments (or Base Income Payments if the Base Income is greater than the Guaranteed Income payment would be) are described below:

When your Account Value falls below the Withdrawal Guarantee. On the first Valuation Day when your Account Value falls below the current Withdrawal Guarantee, a 30-day Notice Period will begin in anticipation of paying us your premium on the Latest Annuity Date (the date ending 30 days after the Annuity Exercise Date). We will provide you written notice of the Notice Period. You do not need to reply to us if you wish to continue to the Payout Phase at the end of the Notice Period. In taking no action, you will allow this to occur automatically. Only if you wish to cancel your Certificate do you need to contact us. Or, you may instead contact AssetMark to cancel the Certificate.

At the end of the Notice Period, regardless of whether your Account Value increased or decreased during the Notice Period, your Account Value will be paid to us as premium. Your Guaranteed Income is established on that day and is equal to the Withdrawal Guarantee on the Annuity Exercise Date.

We will then pay you the remaining amount of the current year’s Guaranteed Income, reduced by the amount of Withdrawals you have made since your last Birthday. On each subsequent Birthday we will make payments to you equal to the Withdrawal Guarantee. We will make other payment options available, such as monthly or quarterly, so long as each scheduled payment is $100 or more.

Example: Assume for this example that your Withdrawal Guarantee is $35,000, that today is March 31st, that your Birthday is July 1st and that you have made withdrawals of $25,000 since your last Birthday. Also assume that at the end of the day today your Account Value fell to $34,500 due to a day of negative stock and bond performance. Additionally, assume that your Account Value at the end of the 30 day Notice Period is $35,250 due to a rise in the market.

Your Account Value has fallen below your Withdrawal Guarantee, triggering the 30-day Notice Period.

Actions required if you wish to move to the Payout Phase: None (unless AssetMark or your custodian requires your written authorization for transfer).

Payment we will make to you immediately: $10,000 (for the remaining annual payment since your last Birthday). Payment we will make to you on your next Birthday: $35,000.

Total amount guaranteed to be paid to you or your estate even if you die immediately after May 1st: $35,250.

When your Account Value falls below the Minimum Account Value for your AssetMark Account. If your Account Value is less than the Minimum Account Value for your AssetMark Account (this amount is shown on your Certificate), the same procedure applies as it would in the case of your Account Value falling below your Withdrawal Guarantee, except that the triggering Account Value is the Minimum Account Value, not the Withdrawal Guarantee.

When you reach age 100. If the Notice Period has not yet been triggered by your Account Value falling below your Withdrawal Guarantee or the Minimum Account Value, it will be triggered automatically when you are 30 days from reaching the Maximum Annuity Age of 100. In the case of a Certificate issued with Joint Participants, this will be the younger of the Participants reaching the Maximum Annuity Age. The same procedures apply to the calculation of the Guaranteed Income in this case.

At any time prior to the Maximum Annuity Age, and even if your Account Value is greater than the Minimum Amount, the Participant may elect to begin receiving payments under the “Base Income” provision specified in the Certificate. Payments under the Base Income provision will be based on your Account Value at the time of the election.

At any time before you reach the Maximum Annuity Age set forth in your Certificate, you may elect the Base Income provision. If you elect the Base Income provision, you must liquidate all of the investments in your AssetMark Account, and apply this amount as premium to purchase the Base Income benefit. The Base Income payments will not be less than those calculated by multiplying the Account Value by the rates guaranteed in your Certificate. These payments are not the same as payments that might commence after your Account Value decreases below the Minimum Amount had you not elected the Base Income provision. If you elect the Base Income provision, your Withdrawal Guarantee is reduced to zero.

The treatment of the Certificate upon the death of the Participant or Joint Participant and the options available to the Owner or beneficiary at that time depend on a number of factors. These include whether the Certificate is Qualified or Non-Qualified, whether the Owner is a trust or other entity, whether there is a Joint Owner, whether there is a Joint Participant, and whether the Certificate is in the Funding Phase or the Payout Phase.

In the event of a divorce whose decree affects a Certificate, we will require written notice of the divorce in a manner acceptable to us. Options available as a result of divorce include:

If there was a sole Participant (Qualified or Non-Qualified Certificates, with a natural person as Certificate Owner):

If there were Joint Participants (Qualified or Non-Qualified, with natural person(s) as Certificate Owner):

Certificate Owners and Participants should consult with their own advisors to assess the tax consequences associated with these divorce provisions.

Example #1: Assume for this example the following scenario: a 64 year old client who buys the Certificate just before his 65^th Birthday, and takes the full amount of his Withdrawal Guarantee immediately after his Birthday each year and lives to age 95. In this scenario, the performance of the assets in the Account is minus 9% for the first two years and positive 8% each year thereafter. Performance is gross of investment advisory fees and any fees assessed by the mutual funds and exchange traded funds.

Example #1a: Assume for this example the same scenario except that the client DOES NOT buy the Certificate:

The Certificate is not a separate account product, which means that no assets are set aside in a segregated or “separate” account to satisfy all obligations under the Certificates. Lifetime income payments (if any), or Base Income payments (if any) will be paid from our general account and, therefore, are subject to our claims paying ability. Currently, the financial strength of the Company is rated by four nationally recognized statistical rating organizations (“NRSRO”), ranging from excellent and strong to good and strong. The ratings for the Company reflect the NRSROs’ opinions that the Company has either an excellent and strong ability to meet its ongoing obligations to policyholders on time, or a good and strong ability to meet its ongoing obligations. A good and strong rating means the Company may be more vulnerable than higher rated companies to encounter adverse business conditions which may impair its ability to pay policy benefits on time. The financial strength ratings are the NRSROs’ current opinions of the financial strength of the Company with respect to its ability to pay under its outstanding insurance policies according to their terms and the timeliness of payments. The NRSRO ratings are not specific to the Certificate and your lifetime income payments (if any) or Base Income payments (if any). You may obtain information on our financial condition by reviewing our financial statements filed on Form 10-K for the year ended December 31, 2006 and the Current Report filed on Form 8-K filed with the SEC on March 12, 2007, available at www.sec.gov.

The Asset Allocation Models eligible for coverage under the Certificate are generally designed to provide consistent returns by reducing risk and, accordingly, the use of such Models may also limit the potential for your investments to appreciate. You may earn a higher rate of return with an Asset Allocation Model not eligible for coverage under the Certificate.

AssetMark has agreed to certain investment parameters for those Asset Allocation Models eligible for use with the Certificate, which, in certain circumstances, if not adhered to, may result in the termination of your Certificate.

If you become dissatisfied with the Asset Allocation Model in accordance with which the assets in your Account are invested, and you make Withdrawals to invest in another investment account or other Model not eligible for use with the Certificate, the Withdrawals may reduce the Withdrawal Guarantee Amount. In addition, such Withdrawals may have tax consequences. See “Taxation of the Certificate” at page 23 for a discussion of the tax consequences of the Certificate.

In certain circumstances described below, we may suspend the Contract. Suspension of the Contract may result in termination of the Contract in certain circumstances. Suspension or termination of the Contract may reduce or eliminate the benefits you may receive from your Certificate. How this may happen is described in the following section.

We reserve the right to suspend the Contract in whole or in part if any of the following events occur:

We will provide the Contract Owner with written notice that one of these suspension events has occurred. The notice will indicate the scope of the suspension and the date the suspension will begin. The suspension will not take effect if the cause is cured within the pre-suspension cure period as shown in your Certificate in a mutually acceptable manner. Your ability to pay Additions to your Account may be restricted due to the suspension an indicated in the notice described below. Contract suspension will not otherwise change or suspend the calculation of the benefits or charges under your Certificate.

If the Contract is suspended, we will provide you with written notification of the suspension. You will have the right, during the suspension cure period, to preserve your Withdrawal Guarantee by transferring your Account Value to a third party account insured by us or to an annuity contract that we, or one of our affiliates, offer. The charges for these products may be higher than the Asset Charge imposed under your Certificate. Upon such transfer, the Contract Owner will not charge any fees for the transfer notwithstanding termination fees imposed by your Custodian consistent with your custodian agreement. The Withdrawal Guarantee transferred will be equal to the Withdrawal Guarantee on the Valuation Day of the transfer.

We will provide you with written notice if one of these Contract termination events occurs. The notice will state the reason(s) for the termination and that we intend to terminate the Contract at the end of the Contract termination cure period as shown in your Certificate. The termination will not take effect if the cause is cured in a mutually acceptable manner prior to the intended termination date. If the Contract does terminate, will provide you with written notification of Contract termination.

During the Contract termination cure period, you will have the right to preserve the Withdrawal Guarantee by transferring your Account Values to a third party account insured by us or to an

annuity contract we, or one of our affiliates, offer. The charges for these products may be higher than the Asset Charge imposed under your Certificate. Upon such transfer, the Contract Owner will not charge any fees for the transfer. The Withdrawal Guarantee transferred will be equal to the Withdrawal Guarantee on the Valuation Day of the transfer. Termination will not affect your Certificate if it is in the payout phase. Upon termination of the Contract, your Certificate, if it is in the Funding Phase, will terminate.

We reserve the right to establish a higher Withdrawal Guarantee for certain Certificates under this Contract in order to accommodate a transfer of a Withdrawal Guarantee from a suspended or terminated Contract that we issued.

If you transfer your Account Value to an allocation model offered by the Contract Owner but not listed on your Certificate, and we are notified of the transfer by the Contract Owner (or we learn of the transfer through any other means), if the transfer is the first such transfer your Certificate will not be terminated but will be suspended. If the transfer is the second such transfer your Certificate will be terminated as described below in “Termination of the Certificate.” We will notify you that the suspension occurred and that it will last until the end of the suspension cure period as shown in your Certificate. During the suspension cure period, you may cure the suspension by transferring your Account Value to an allocation model listed in your Certificate. Following such a transfer, your Withdrawal Guarantee will be recalculated on the Valuation Day following the suspension cure period using the Account Value multiplied by the current Withdrawal Guarantee Factor for the attained age. This calculation will occur as of the Valuation Day following the end of the suspension cure period regardless of on which day during the cure period the transfer of the Account Value occurs. This recalculation could result in a decrease, which could be significant, in the amount of your Withdrawal Guarantee. If you fail to transfer your Account Value to an Asset Allocation Model listed in the Certificate by the end of the suspension cure period, your Certificate will terminate.

If you pay an Addition to your Account when the Account already exceeds the Account Limit, or if you pay an Addition that causes your Account to exceed the Account Limit, your Certificate will be suspended. During the suspension cure period, if your Account was already over the Account Limit, you may cure the suspension by withdrawing the entire Addition. In the case of an Addition that caused your Account to exceed the Account Limit, you may cure the suspension by withdrawing the portion of your Account Value exceeding the Account Limit. In neither case will the Withdrawal constitute an Early or Excess Withdrawal. If the suspension cure period ends without such corrective action, your Certificate will remain suspended until the amount needed to cure the suspension is withdrawn from the Account. In this case, Early Withdrawals and Excess Withdrawals will apply. Until the suspension is lifted, asset charges will apply to the greater of the Account Limit and the Account Value prior to the Addition.

AssetMark account statements will be provided to you periodically by AssetMark, or designated third party.

The Contract and Certificate may be amended to conform to changes in applicable law or interpretations of applicable law, or to accommodate design changes. Changes in the Contract and Certificate may need to be approved by the state insurance departments. The consent of the Contract and/or Certificate Owner to an amendment will be obtained to the extent required by law.

You may not assign your interest in your Certificate during the Funding Phase or without Home Office prior approval during the Payout Phase.

Once you purchase the Certificate, you can only cancel your Certificate by (i) advising AssetMark that you no longer wish the coverage and to stop payment of the periodic fees from your Account or (ii) liquidating all of the investments in your Account.

If the age or Birthday of the Participant or any Joint Participant is misstated, any Certificate benefits will be re-determined using the correct age(s). If any overpayments have been made, future payments will be adjusted. Any underpayments will be paid in full.

It is important to understand that the Certificate does not protect the actual value of your investments in your Account. For example, if you invest $500,000 in your Account, and your Account Value has dropped to $400,000 on the Withdrawal Exercise Date, we are not required to add $100,000 to your Account. Rather, the Certificate guarantees that when you have reached the Withdrawal Exercise Date, you may begin withdrawing guaranteed lifetime annual income payments of $25,000 (5% of $500,000), rather than $20,000 (5% of $400,000).

It is also important to understand that even after you have reached the Withdrawal Exercise Date and start taking Withdrawals from your Account, those Withdrawals are made first from your own investments. We are required to start using our own money to make annual annuity payments to you only if and when your Account Value is less than the Minimum Amount or you reach the age of 100. We limit our risk under the Certificate in this regard by limiting the amount you may withdraw each year from your Account to your current Withdrawal Guarantee. If your investment return on your Account over time is sufficient to generate gains that can sustain constant 5% annual withdrawals or greater, your investments will never be reduced below the Minimum Amount.

There are many variables, however, other than average annual return on your investments that will determine whether your investments generate enough gain over time to sustain a 5% annual rate of systematic withdrawals on your investments. Your Account Value may have declined over time before the Withdrawal Exercise Date, which means that your investments would have to produce an even greater return after the Withdrawal Exercise Date to make up for the investment losses before that date. Moreover, negative annual average investment returns early in retirement can have a disproportionate impact on the ability of your retirement investments to sustain systematic Withdrawals over an extended period.

Of course, even if your investments do not generate sufficient gains after the Withdrawal Exercise Date to support 5% systematic annual Withdrawals and your actual Account Value declines over time, your investments may not be reduced below the Minimum Amount for a number of years. If you die before your investments are reduced, the strategy of liquidating your retirement assets through a program of systematic Withdrawals without the guarantee provided by the Certificate will have proved to be an effective one. However, studies indicate that life spans are generally continuing to increase, and therefore, while everyone wants to live a long life, funding retirement through systematic withdrawals presents the risk of outliving those withdrawals. The Certificate is designed to protect you against the risk of living too long, commonly known as “longevity risk.”

The following is a general discussion based on our interpretation of current United States federal income tax laws. This discussion does not address all possible circumstances that may be relevant to the tax treatment of a particular Certificate holder. In general, this discussion does not address the tax treatment of transactions involving investment assets held in your Account except insofar as they may be affected by the holding of a Certificate. Further, it does not address the consequences, if any, of holding a Certificate under applicable federal estate tax laws or state and local income and inheritance tax laws. You should also be aware that the tax laws may change, possibly with retroactive effect. You should consult your own tax advisor regarding the potential tax implications of purchasing a Certificate in light of your particular circumstances.

The Certificate is a novel and innovative instrument and, to date, its proper characterization and consequences for federal income tax purposes have not been directly addressed in any cases, administrative rulings or other published authorities. We can give no assurances that the Internal Revenue Service (“IRS”) will agree with our interpretations regarding the proper tax treatment of a Certificate or the effect (if any) of the purchase of a Certificate on the tax treatment of any transactions in your Account, or that a court will agree with our interpretations if the IRS challenges them. You should consult a tax advisor before purchasing a Certificate.

If sold in connection with an Individual Retirement Account (IRA), a Certificate is called a Qualified Certificate. If a Certificate is independent of any formal retirement or pension plan, it is termed a Non-Qualified Certificate. Different tax rules apply to Qualified Certificates and Non-Qualified Certificates, and the tax rules applicable to Qualified Certificates vary

Treatment of a Certificate as Annuity Contract. Although there is no direct guidance on this issue, we intend to treat a Non-Qualified Certificate as an annuity contract for federal income tax purposes. It is possible that the IRS will characterize Certificates as some type of financial derivative such as an option or notional principal contract rather than an annuity, possibly with different tax consequences than if they were treated as annuities. For example, if a Certificate were treated as an option with respect to your Account assets, dividends on investments in your Account that would otherwise constitute “qualifying dividend income” might be ineligible for lower tax rates and you may be unable to qualify for long-term capital gain treatment with respect to investments in your Account. In view of the uncertainty of the tax treatment of a Non-Qualified Certificate, holders or beneficiaries of a Non-Qualified Certificate should consult their own tax advisors regarding the tax consequences to them of holding a Certificate.

In order to be treated as an annuity contract for federal tax purposes, a non-qualified annuity contract must contain certain provisions prescribing distributions that must be made when an owner of the contract dies. We believe that by its terms a Non-Qualified Certificate satisfies these requirements. In all events, we will administer a Non-Qualified Certificate to comply with these federal tax requirements.

We also intend to treat a Non-Qualified Certificate as an annuity contract that is separate and apart from the assets in your Account for federal income tax purposes. There is no authority directly authorizing this treatment, however, and you should consult a tax advisor on this issue.

Your Account. We believe that, in general, the tax consequences of transactions involving the investments in your Account, including redemptions, dispositions and distributions with respect to such investments, more likely than not, will initially and, for most individuals, during the entire period a Non-Qualified Certificate is in effect, be the same as such treatment would be if the Account were not subject to a Certificate. (The tax consequences of these transactions is beyond the scope of this prospectus. You should consult a tax advisor for further information regarding such consequences.) Thus, we believe, in general, that it is more likely than not that initially and, for most individuals, during the entire period a Non-Qualified Certificate is in effect, (1) distributions and dividends on investments in your Account will not be treated as payments under your Certificate, but rather as distributions with respect to such investments; (2) amounts received on redemption or disposition of such investments will be treated as amounts realized on the sale or exchange of the investments, rather than as distributions with respect to your Certificate; and (3) the purchase of a Non-Qualified Certificate will not automatically result in either (a) loss of the benefit of preferential income tax rates currently applicable to dividends paid on investments in your Account otherwise constituting “qualified dividend income” or (b) suspension of the holding period for purposes of determining eligibility for long-term capital gains treatment of any gains, or potential deferral of losses, when investments in your Account are sold or exchanged, under the so-called “straddle” rules. These conclusions are in part based on the low probability when your Certificate is issued that your Account Value will reach zero and that you will receive lifetime income payments of the Guaranteed Income thereafter.

There are no published authorities directly supporting our conclusions and the relevant guidance is potentially susceptible to differing interpretations that may cause the IRS to disagree with our interpretations. If the IRS were to successfully take a different position on these issues, it could have a material adverse effect on the tax consequences of your acquisition, holding and disposition of investments in your Account. Furthermore, even if our interpretations are correct, it is possible that the tax consequences under the qualified dividend and straddle rules could change depending on changes in your circumstances in future years, particularly if losses are realized at a time when it has become likely that your Account Value will reach zero and you will receive lifetime income payments of the Guaranteed Income thereafter. The tax consequences could also change due to changes in the tax laws. Given the novelty of a Certificate, you should consult your own tax advisor as to the tax consequences, if any, of a Non-Qualified Certificate under these rules and other relevant tax provisions, both at the time of initial purchase and in subsequent years.

The following discussion assumes that a Non-Qualified Certificate will be treated as an annuity contract for federal tax purposes and that the Certificate will have no effect on the tax treatment of transactions involving the assets held in your Account.

Guaranteed Income Payments. If your Non-Qualified Certificate is treated as an annuity contract for federal tax purposes, Guaranteed Income payments should generally be treated in part as taxable ordinary income and in part as non-taxable recovery of your investment the contract until you recover all of your investment in the contract. The non-taxable portion of your Guaranteed Income payments will generally be

recoverable over your life expectancy, as determined when such payments start. After you recover all of your investment in the contract, Guaranteed Income payments will be taxable in full as ordinary income. In determining the non-taxable portion of your Guaranteed Income payments, your investment in the contract should include any Account Value paid to us as a result of your Account Value being reduced below the Minimum Amount (or upon reaching the Maximum Annuity Age, if applicable) and, while not free from doubt, the aggregate Asset Charges you have paid under your Certificate.

Please note: any Account Value paid to us as a result of your Account Value being reduced below your Minimum Amount (or upon reaching your Maximum Annuity Age, if applicable) will be a taxable event and therefore cannot be paid to us on a tax-free basis. In addition, it is possible that the IRS may take the position that your aggregate Asset Charges constitute nondeductible expenses that are not includible in your investment in the contract. At present, we intend to treat the aggregate Asset Charges you have paid for your Non-Qualified Certificate as amounts includible in your investment in the contract. You should consult a tax advisor as to the tax treatment of Guaranteed Income payments since the propriety of this treatment is not free from doubt.

Liquidation of Account investments to purchase a Base Income Annuity. The liquidation of your Account investments to purchase the Base Income annuity option will be a taxable event, and you will not be able to apply the proceeds therefrom to purchase the Base Income annuity option provided under a Non-Qualified Certificate on a tax-free basis.

Taxation of Distributions under Base Income Provision. If you exercise your right to liquidate your Account and apply all of the proceeds to the Base Income provision, we believe that distributions under the Base Income provision should be taxed as annuity distributions. Thus, distributions under the Base Income provision will be taxed as ordinary income to the extent that the value is more than your investment in the contract (discussed further below). Base Income distributions should generally be treated in part as taxable ordinary income and in part as non-taxable recovery of your investment in the contract. The non-taxable portion of your Base income distributions will generally be recoverable over your life expectancy, as determined when such distributions start. After you recover all of your investment in the contract, Base Income distributions will be taxable in full as ordinary income.

If you exercise your right to liquidate your Account and apply all of the proceeds to the Base Income provision, your investment in the contract should be equal to the Account Value applied to the Base Income provision plus, while not free from doubt, the aggregate Asset Charges you previously paid under your Certificate. With respect to the inclusion of the aggregate Asset Charges you previously paid under your Certificate in your investment in the contract for the Base Income provision, it is possible that the IRS may take the position that the aggregate Asset Charges you previously paid under your Certificate do not constitute part of your investment in the contract when you have elected the Base Income provision on the theory that such charges do not constitute amounts paid for the Base Income provision. While for tax reporting purposes we currently intend to include any aggregate Asset Charges you previously paid for your Certificate in the investment in the contract should you elect the Base Income provision, you should consult a tax advisor on this matter as it is not free from doubt.

Payment of the Asset Charge. Payment of the Asset Charge with proceeds from the sale of investment assets held in your Account may have tax consequences. You should consult a tax advisor for further information.

Reallocations to satisfy revised Asset Allocation Models. You may be required to liquidate or sell some or all of the investments in your Account in the event that the Asset Allocation Model(s) you have selected are changed. Any such liquidation or sale will be a taxable event, and you will not be able to apply the proceeds therefrom to purchase new Account investments that satisfy the revised Asset Allocation Model(s) on a tax-free basis.

A Certificate may be used with traditional Individual Retirement Accounts and Roth IRA Accounts (collectively, “IRA Accounts”). A Qualified Certificate may be purchased by an IRA Account, including a brokerage account held under that IRA Account. A Qualified Certificate is not available as an Individual Retirement Annuity or for use with any other type of tax-qualified retirement plan.

The tax rules applicable to Qualified Certificates vary according to the type of IRA Account and the terms and conditions of the IRA Account. No attempt is made here to provide more than general information about the use of the Qualified Certificate with the IRA Account. Owners of IRA Accounts, as well as beneficiaries, are cautioned that the rights of any person to any benefits under such IRA Account may be subject to the terms and conditions of the IRA Account itself or limited by applicable law, regardless of the terms and conditions of the Qualified Certificate.

We reserve the right to discontinue offering the Certificates to new Certificate Owners that plan to use the Certificates with IRA Accounts.

A Qualified Certificate is available only with respect to the IRA Account for which the Qualified Certificate is purchased.

Numerous changes have been made to the income tax rules governing IRA Accounts as a result of legislation enacted during the past several years, including rules with respect to: maximum contributions, required distributions, penalty taxes on early or insufficient distributions and income tax withholding on distributions. The following are general descriptions of the various types of IRA Accounts and of the use of the contracts in connection therewith.

Individual Retirement Accounts. Code Sections 408 and 408A permit eligible individuals to contribute to an individual retirement program known as an “IRA” or “Roth IRA”. These IRAs are subject to limitations on the amount that may be contributed, the persons who may be eligible and on the time when distributions may commence. In addition, distributions from certain other types of qualified plans may be placed on a tax-deferred basis into an IRA. Effective January 1, 1998, individuals may establish Roth IRAs.

Tax on Certain Distributions Relating to IRA Accounts. Distributions under a Qualified Certificate may be paid to the IRA Account, if permitted under the terms of the IRA Account, or directly to you. Distributions paid to the IRA Account are not in and of themselves taxable.

In the case of distributions from a traditional IRA Account to you, including payments to you from a Qualified Certificate, a ratable portion of the amount received is taxable, generally based on the ratio of your cost basis (if any) to your total accrued benefit under the IRA Account. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of any distribution from IRA Accounts. To the extent amounts are not includable in gross income because they have been properly rolled over to another IRA or to another eligible qualified plan, no tax penalty will be imposed. The tax penalty also will not apply to: (a) distributions made on or after the date on which you reach age 59¹ /2; (b) distributions following your death or disability (for this purpose disability is as defined in Section 72(m)(7) of the Code); (c) distributions that are part of substantially equal periodic payments made not less frequently than annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of your and your designated beneficiary; and (d) certain other distributions specified in the Code.

Generally, distributions from a traditional IRA Account must commence no later than April 1 of the calendar year following the later of the year in which the individual attains age 70¹/2. Required distributions must be over a period not exceeding the life expectancy of the individual or the joint lives or life expectancies of the individual and his or her designated beneficiary. Distribution requirements also apply to IRAs (including Roth IRAs) upon the death of the IRA owner. If the required minimum distributions are not made, a 50% penalty tax is imposed as to the amount not distributed.

Special rules apply to participants’ contributions to and withdrawals from SIMPLE IRAs and Roth IRA’s.

Payment of the Asset Charge. If you pay the Asset Charge for a Qualified Certificate issued to your IRA Account from other assets in your IRA Account, that payment will not be a “distribution” from your IRA Account under the Code. If you pay the Asset Charge for a Qualified Certificate from other assets held outside your IRA Account, the Asset Charge may have tax consequences and also be treated as an additional contribution to your IRA Account. You should consult a tax advisor for further information.

Seek Tax Advice. The above description of federal income tax consequences of the different types of IRAs which may be

funded by a Qualified Certificate offered by this prospectus is only a brief summary meant to alert you to the issues and is not intended as tax advice. Anything less than full compliance with the applicable rules, all of which are subject to change, may have adverse tax consequences. Any person considering the purchase of a Certificate in connection with an IRA Account should first consult a qualified tax advisor, with regard to the suitability of a Qualified Certificate for the IRA Account.

We are a stock life insurance company operating under a charter granted by the Commonwealth of Virginia on March 21, 1871. We principally offer life insurance policies and annuity contracts. We do business in 49 states and the District of Columbia. Our principal offices are located at 6610 West Broad Street, Richmond, Virginia 23230. We are obligated to pay all amounts promised under the Contract and Certificates.

Capital Brokerage Corporation serves as principal underwriter for the Certificates and is a broker/dealer registered with the SEC. GNA Corporation directly owns the stock of Capital Brokerage Corporation and the Company. GNA Corporation is directly owned by Genworth Financial, Inc. (“Genworth”), a public company.

We are a charter member of the Insurance Marketplace Standards Association (“IMSA”). We may use the IMSA membership logo and language in our advertisements, as outlined in IMSA’s Marketing and Graphics Guidelines. Companies that belong to IMSA subscribe to a set of ethical standards covering the various aspects of sales and service for individually sold life insurance and annuities.

AssetMark is a California corporation, owned by Genworth. It is a registered investment advisor, and provides consulting services to other advisors and investment advisory clients. Its executive and administrative office is located at 2300 Contra Costa Boulevard, Suite 600, Pleasant Hill, California 94523.

We have entered into an underwriting agreement with Capital Brokerage Corporation (doing business in Indiana as Genworth Financial Brokerage Corporation) (collectively, “Capital Brokerage Corporation”) for the distribution and sale of the Certificates. Pursuant to this agreement, Capital Brokerage Corporation serves as principal underwriter for the Certificates, offering them on a continuous basis. Capital Brokerage Corporation is located at 6620 West Broad Street, Building 2, Richmond, Virginia 23230. Capital Brokerage Corporation is not required to sell any specific number or dollar amount of Certificates, but will use its best efforts to sell the Certificates.

Capital Brokerage Corporation was organized as a corporation under the laws of the state of Washington in 1981 and is an affiliate of ours. Capital Brokerage Corporation is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as with the securities commissions in the states in which it operates, and is a member of the NASD.

Capital Brokerage Corporation offers the Certificates through registered representatives who are registered with the NASD and with the states in which they do business. More information about Capital Brokerage Corporation and the registered representatives is available at http://www.nasdr.com or by calling 800.289.9999. You can also obtain an investor brochure from NASD Regulation describing its Public Disclosure Program. Registered representatives with Capital Brokerage Corporation are also licensed as insurance agents in the states in which they do business and are appointed with us.

Capital Brokerage Corporation also enters into selling agreements with an affiliated broker-dealer and unaffiliated broker-dealers to sell the Certificates. The registered representatives of these selling firms are registered with the NASD and with the states in which they do business, are licensed as insurance agents in the states in which they do business and are appointed with us.

We do not pay commissions to Capital Brokerage Corporation or to the affiliated broker-dealer or unaffiliated broker-dealers for the promotion and sales of the Certificates.

At times, Capital Brokerage Corporation may make other cash and non-cash payments to selling firms, as well as receive payments from selling firms, for expenses relating to the recruitment and training of personnel, periodic sales meetings, the production of promotional sales literature and similar expenses. These expenses may also relate to the synchronization of technology between the Company, Capital Brokerage Corporation and the selling firm in order to coordinate data for the sale and maintenance of the Certificates. In addition, registered representatives may be eligible for non-cash compensation programs offered by Capital Brokerage Corporation or an affiliated company, such as conferences, trips, prizes and awards. The amount of other cash and non-cash compensation paid by Capital Brokerage Corporation or its affiliated companies ranges significantly among the selling firms. Likewise, the amount received by Capital Brokerage Corporation from the selling firms ranges significantly.

The incentives described above, are not charged directly to you or to your assets, but indirectly through fees and charges imposed under the Certificates.

All payments made or received by Capital Brokerage Corporation to or from selling firms come from or are allocated

to the general assets of Capital Brokerage Corporation or one of its affiliated companies. Therefore, regardless of the amount paid or received by Capital Brokerage Corporation or one of its affiliated companies, the amount of expenses you pay under the Certificate do not vary because of such payments to or from such selling firms.

Although the Company and Capital Brokerage Corporation do not anticipate discontinuing offering the Certificates, we do reserve the right to discontinue offering the Certificates at any time.

We face a significant risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses, including the risk of class action lawsuits. Our pending legal and regulatory actions include proceedings specific to us and others generally applicable to business practices in the industries in which we operate. In our insurance operations, we are or may become subject to class actions and individual suits alleging, among other things, issues relating to sales or underwriting practices, payment of contingent or other sales commissions, claims payments and procedures, product design, product disclosure, administration, additional premium charges for premiums paid on a periodic basis, denial or delay of benefits, charging excessive or impermissible fees on products, recommending unsuitable products to customers and breaching fiduciary or other duties to customers. In our investment-related operations, we are subject to litigation involving commercial disputes with counterparties. Plaintiffs in class action and other lawsuits against us may seek very large or indeterminate amounts, including punitive and treble damages, which may remain unknown for substantial periods of time. We are also subject to various regulatory inquiries, such as information requests, subpoenas and books and record examinations, from state and federal regulators and other authorities. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant reputational harm, which could have an adverse effect on our business, financial condition and results of operations.

Recently, the insurance industry has become the focus of increased scrutiny by regulatory and law enforcement authorities concerning certain practices within the insurance industry. In this regard, in May 2005, Genworth Financial, Inc. (“Genworth”) received a subpoena from the Northeast Regional Office of the SEC, requiring the production of documents related to “certain loss mitigation insurance products,” such as finite risk reinsurance. In the subpoena, Genworth is defined as including, among other things, its subsidiaries and affiliates. We cooperated with Genworth in connection with Genworth’s response to the SEC’s subpoena in June and July 2005 and will cooperate with respect to any follow-up requests or inquiries. Additionally, in May and June 2005, we received information requests from the State of Delaware Department of Insurance and the State of Connecticut Insurance Department on the same general subject, to which we responded. We will cooperate with respect to any follow-up requests or inquiries. In 2005, General Electric Company (“GE”), the former parent of Genworth, received a subpoena from the United States Attorney’s Office for the Southern District of New York, also on the same general subject. In the subpoena, GE is defined as including, among other things, its subsidiaries and affiliates. We cooperated with GE in connection with GE’s response to the subpoena and will cooperate with respect to any follow-up requests or inquiries.

We cannot ensure that the current investigations and proceedings will not have a material adverse effect on our business, financial condition or results of operations. In addition, it is possible that related investigations and proceedings may be commenced in the future, and we could become subject to further investigations and have lawsuits filed against us. In addition, increased regulatory scrutiny and any resulting investigations or proceedings could result in new legal precedents and industry-wide regulations or practices that could adversely affect our business, financial condition and results of operations.

The Company shall, and may through insurance coverage, indemnify any directors or officers who are a party to any proceeding by reason of the fact that he or she was or is a director or officer of the Company against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law. Such indemnification covers all judgments, settlements, penalties, fines and reasonable expenses incurred with respect to such proceeding. If the person involved is not a director or officer of the Company, the board of directors may cause the Company to indemnify, or contract to indemnify, to the same extent allowed for its directors and officers, such person who was, is or may become a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Insofar as indemnification for liability arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a

claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the depositor in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. Although it is not anticipated that these developments will have an adverse impact on us or on the ability of Capital Brokerage Corporation to perform under its principal underwriting agreement, there can be no assurance at this time.

Capital Brokerage Corporation and AssetMark are not involved in any pending or threatened lawsuits that are reasonably likely to have a material adverse impact on us.

The obligations to Owners and Participants under the Contracts and Certificates are ours. Please direct your questions and concerns to us at our Home Office.

Within the free-look period (generally 30 days) after you receive the Certificate, you may cancel it for any reason by delivering or mailing it postage prepaid to:

If the Owner cancels the Certificate, the Certificate will be void. In certain states, the Certificate Owner may have more than 10 days to return the Certificate.

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

Our books and accounts are subject to review and examination by the State Corporation Commission of the Commonwealth of Virginia at all times. That Commission conducts a full examination of our operations at least every five years.

We may require proof of the age, gender, death or survival of any person or persons before acting on any applicable Certificate provision.

Certain matters regarding the offering of the securities herein will be passed upon by:

Opinions may be issued in the future by counsel other than those listed above. The name of such counsel, other than those listed above, will be included in a prospectus supplement.

This prospectus, which constitutes part of the registration statement, does not contain all the information set forth in the registration statement. Parts of the registration statement are omitted from this prospectus in accordance with the rules and regulations of the SEC.

The registration statement, including exhibits, contains additional relevant information about us. We are subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and, in compliance with such laws, we file annual, quarterly, and current reports and other information with the SEC. You can read and copy any reports or other information we file at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of our documents upon payment of a duplicating fee, by writing the SEC’s public reference room. You can obtain information regarding the public reference room by calling the SEC at 1-800-SEC-0330. Our filings are available to the public from commercial document retrieval services and over the internet at http://www.sec.gov. (This uniform resource locator (URL) is an inactive textual reference only and is not intended to incorporate the SEC web site into this prospectus.)

The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus which means that incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to those documents. This prospectus incorporates by reference our Annual Report on Form 10-K for the year ended December 31, 2006 and the Current Report filed on Form 8-K filed with the SEC on March 12, 2007.

You may also request a copy of any documents incorporated by reference in this prospectus and any accompanying prospectus supplement (including any exhibits that are specifically incorporated by reference in them), at no cost, by writing or telephoning:

Account — The account in which the assets in each investment portfolio owned by the Certificate Owner(s) and covered under the Certificate are held. The Account is managed according to the Asset Allocation Model(s) shown in the Certificate.

Account Value — The value of the assets in the Account, as determined as of the close of business on a Valuation Day. For purposes of the Certificate, once determined on a Valuation Day, the Account Value does not change until the next Valuation Day.

Addition — An amount, not set forth as an Addition exception in the Certificate, received and applied to the Account after the Certificate Date.

Advisors — Investment advisors who act as the primary contact for clients under the AssetMark Program.

Annuity — Benefits to be provided in the form of a series of payments for the life of the named Participant as determined under the terms of the Certificate.

Annuity Exercise Date — The earliest of the following three dates: the date the Account Value is less than the Withdrawal Guarantee, the date the Account Value is less than the minimum Account Value as shown on the Certificate, and the date the younger of the Participant or the Joint Participant, reaches the Maximum Annuity Age as shown on the Certificate, less the number of days in the Notice Period.

Asset Allocation Model — One of the asset allocation model portfolios created by investment management firms and made available by AssetMark.

Asset Charge — The asset charge periodically calculated and deducted from your Account Value or assessed through another means of payment pursuant to the terms of the Certificate and while the Certificate is in force.

AssetMark Program — The program through which the Certificates are exclusively available.

Base Income — The base annual payment under the Base Income provision paid by us to the Certificate Owner(s).

Birthday — The end of day each year on the anniversary of the date of birth of the younger of the Participant and any Joint Participant.

Certificate — A no cash value certificate issued by the Company to the Certificate Owner(s) pursuant to the terms of the Contract. The Certificate describes the Withdrawal Guarantee as well as the Certificate Owner’s rights and obligations with respect to the Guaranteed Income to be paid when the Account Value reaches the Minimum Amount. The Certificate also describes the Certificate Owner’s rights and obligations with respect to the Base Income available under the Annuity.

Certificate Date — The Valuation Day as of which a Certificate becomes effective as shown on the Certificate.

Certificate Owner(s) — The person(s) or entity named on the Certificate. “You,” “your” or “Owner” refers to the Certificate Owner.

Company — Genworth Life and Annuity Insurance Company, the issuer of the Contract and Certificate (also referred to as “we”, “us” or “our”).

Contract — The group guaranteed income annuity contract issued by the Company to AssetMark with any attached riders, endorsements and Certificates.

Excess Withdrawal — On or after the Withdrawal Exercise Date and before the Latest Annuity Date, the portion of all Withdrawals during a Withdrawal Year that is in excess of the Withdrawal Guarantee.

Guaranteed Income — The guaranteed annual payment as determined by the last recorded Withdrawal Guarantee payable under the Guaranteed Income provision by us to the Certificate Owner(s).

Guaranteed Withdrawals — Amounts you may withdraw from your Account pursuant to the Withdrawal Guarantee.

Home Office — Our Home Office that is located at the address shown on the Certificate cover page.

Joint Participant — The person whose age, together with the other Participant’s age, determines the Withdrawal Guarantee under each Certificate.

Latest Annuity Date — The Annuity Exercise Date plus the Notice Period.

Maximum Annuity Age — The maximum age of the Participant as specified in the Certificate when we will begin making annuity payments to you in accordance with the Guaranteed Income provision of the Certificate.

Minimum Amount — The greater of the Withdrawal Guarantee and the minimum Account Value set forth in the Certificate.

Notice Period — The length of time as shown on the Certificate prior to the Latest Annuity Date during which you may still cancel your Certificate.

Participant — The person whose age is used to determine the Withdrawal Guarantee under each Certificate.

Profile — A risk return profile in mutual fund and exchange traded fund wrap accounts provided under the AssetMark Program.

Qualified Account — An Account listed under the Qualified Accounts provision receiving special tax treatment under the Code.

Strategist — An institutional investment management firm hired by AssetMark that makes recommendations as to Asset Allocation Models.

Total Additions — The sum of the initial Account Value on the Certificate Date plus any Additions.

Valuation Day — For each Account, each day on which the New York Stock Exchange is open for regular trading, except for days that the Account’s corresponding portfolio does not value its shares.

Withdrawal — Any disbursement from the Account other than Withdrawal Exceptions.

Withdrawal Exceptions — Disbursements shown on the Certificate that will not be treated as Withdrawals.

Withdrawal Exercise Date — For each Certificate, the date described on the Certificate when the Withdrawal Guarantee may begin.

Withdrawal Guarantee — After the Withdrawal Exercise Date, the maximum amount the Certificate Owner may withdraw from the Account Value in a Withdrawal Year without reducing Guaranteed Income.

Withdrawal Guarantee Factor — A factor used in the calculation of the Withdrawal Guarantee as shown on the tables located on the Certificate.

Withdrawal Year — The first Withdrawal Year is the period of time between the Withdrawal Exercise Date and the first Birthday following the Withdrawal Exercise Date. Subsequent Withdrawal Years are the one-year periods beginning on each Birthday.

The expenses in connection with the issuance and distribution of the Certificates, other than any underwriting discounts and commissions, are as follows (except for the Securities and Exchange Commission Filing Fee, all amounts shown are estimates):

Sections 13.1-876 and 13.1-881 of the Code of Virginia, in brief, allow a corporation to indemnify any person made party to a proceeding because such person is or was a director, officer, employee, or agent of the corporation, against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he believed that (a) in the case of conduct in his official capacity with the corporation, his conduct was in its best interests; and (b) in all other cases, his conduct was at least not opposed to the corporation’s best interests and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement or conviction is not, of itself, determinative that the director, officer, employee, or agent of the corporation did not meet the standard of conduct described. A corporation may not indemnify a director, officer, employee, or agent of the corporation in connection with a proceeding by or in the right of the corporation, in which such person was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to such person, whether or not involving action in his official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted under these sections of the Code of Virginia in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Genworth Life and Annuity Insurance Company’s Articles of Incorporation provide that Genworth Life and Annuity Insurance Company shall, and may through insurance coverage, indemnify any directors or officers who are a party to any proceeding by reason of the fact that he or she was or is a director or officer of Genworth Life and Annuity Insurance Company against any liability incurred by him or her in connection with such proceeding, unless he or she engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law. Such indemnification covers all judgments, settlements, penalties, fines and reasonable expenses incurred with respect to such proceeding. If the person involved is not a director or officer of Genworth Life and Annuity Insurance Company, the board of directors may cause Genworth Life and Annuity Insurance Company to indemnify, or contract to indemnify, to the same extent allowed for its directors and officers, such person who was, is or may become a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of Genworth Life and Annuity Insurance Company, or is or was serving at the request of Genworth Life and Annuity Insurance Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or persons controlling Genworth Life and Annuity Insurance Company pursuant to the foregoing provisions, Genworth Life and Annuity Insurance Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from low or high end estimated offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20 percent change in maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing materials or information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed on its behalf by the undersigned thereunto duly authorized, in the County of Henrico in the Commonwealth of Virginia, on the 30th day of October, 2007.


GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
(Registrant)

By:		/s/ PAUL A. HALEY
		Paul A. Haley Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Virginia	63	54-0283385
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification Number)


Heather Harker		*Copy to:*
Vice President and Associate General Counsel		W. Thomas Conner, Esq.
Genworth Life and Annuity Insurance Company		Sutherland, Asbill & Brennan LLP
6610 W. Broad Street		1275 Pennsylvania Avenue, N.W.
Richmond, Virginia 23230		Washington, DC
(804) 281-6000		20004-2415
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)


Summary		4
Preliminary Note Regarding Terms Used in this Prospectus:		4
What is the Certificate?		4
How much will my Certificate cost?		4
Can I cancel my Certificate?		5
What Protection Does the Certificate Provide?		5
How does my Certificate work?		5
How do I purchase a Certificate? How Does It Relate to AssetMark Investment Services?		6
Designated Asset Allocation Models		6

Risk Factors		6
Your Account may perform well enough so that you may not need the guarantee		6
You may die before receiving payments from us		7
Credit risk of your assets		7
Early Withdrawals and Excess Withdrawals may substantially reduce your guarantees		7
You may choose to cancel your Certificate prior to a severe market downturn		7
Claims Paying Ability of the Company		7
Tax Consequences		7

The Certificate		7

Management of Your AssetMark Account		8

The Funding Phase of the Certificate		10
How are the Birthday and the Withdrawal Exercise Date Calculated		11
How is the Initial Withdrawal Guarantee Calculated?		11
How are Increases to the Withdrawal Guarantee calculated?		12
Other Increases in the Withdrawal Guarantee		12
How are Decreases to the Withdrawal Guarantee calculated?		13
What are some things to consider in managing my Withdrawals from my Account?		14

Asset Charges		14
Will I pay the same amount (in dollars) for the Withdrawal Guarantee every quarter?		15

Payout Phase Under the Certificate		16
What is Guaranteed Income? When will I receive payments?		16
Base Income		17

Death Provisions Under the Certificate		17

Divorce Provisions Under the Certificate		19

Illustration of How the Certificate Works		19

Other Risk Factors		20
Financial Strength of the Company		20
Asset Allocation Issues		21


Suspension and Termination Provisions of the Contract and the Certificates		21
Suspension of the Contract		21
Termination of the Contract		21
Suspension of the Certificate		22
Termination of the Certificate		22

Miscellaneous Provisions		22
Periodic Communications to Certificate Owners		22
Amendments to the Contract and Certificate		22
Assignment		22
Cancellation		22
Misstatements		23

Determining Whether A Certificate Is Right for You		23

Taxation of the Certificate		23
In General		23
Non-Qualified Certificates		24
Qualified Certificates		25

About Us		27

Sale of the Certificates		27

Legal Proceedings		28

Additional Information		29
Owner Questions		29
Return Privilege		29
State Regulation		29
Evidence of Death, Age, Gender or Survival		29

Legal Matters		29

Experts		29

Where You Can Find More Information		29

Incorporation of Certain Documents by Reference		30

Definitions		30



The guaranteed maximum Asset Charge for the Certificate, as a percentage of the Account Value of a Certificate on an annual basis, is:

	For Asset Allocation Models Corresponding To Risk Return Profile 3	For Asset Allocation Models Corresponding To Risk Return Profile 4
Single Participant	1.25%	1.75%
Joint Participants (provides protection during the life of two spouses)	1.50%	2.00%

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	MUTUAL FUNDS
	Strategist	U.S. Eq.		Int’l Eq		Emg Mkts		U.S. Bonds		Int’l Bonds		Emg. Bonds		REITs		Cash		Other
Profile 3	Goldman Sachs Asset Management	27.5	%	24.7	%	6.0	%	18.6	%	12.7	%	2.5	%	3.3	%	2.0	%	2.7	%
	Litman/Gregory Asset Management	49.0	%	13.0	%			27.0	%			6.0	%			2.0	%	3.0	%
	Litman/Gregory Asset Mgt AM Funds**	50.0	%	13.0	%			26.0	%			6.0	%			2.0	%	3.0	%
	PanAgora Asset Management**	49.0	%	17.0	%			29.0	%					3.0	%	2.0	%
	Standard & Poor’s	56.0	%	9.0	%			33.0	%							2.0	%
	UBS Standard	47.4	%	13.8	%	0.5	%	29.8	%	6.4	%					2.1	%
	UBS Hedged	41.0	%	11.0	%			9.7	%	2.3	%					2.0	%	34.0	%
	Wilshire (Global)**	42.0	%	23.0	%			30.0	%					3.0	%	2.0	%
	Wilshire (Domestic)**	65.0	%					30.0	%					3.0	%	2.0	%
	Wilshire Hedged**	42.0	%	23.0	%			24.3	%					3.0	%	2.0	%	5.7	%
Profile 4	Goldman Sachs Asset Management	39.0	%	32.0	%	7.1	%	7.0	%	5.3	%	1.5	%	3.4	%	2.0	%	2.7	%
	Litman/Gregory Asset Management	62.0	%	16.0	%			12.0	%			5.0	%			2.0	%	3.0	%
	Litman/Gregory Asset Mgt AM Funds**	62.0	%	16.0	%			12.0	%			5.0	%			2.0	%	3.0	%
	PanAgora Asset Management**	55.0	%	21.0	%			19.0	%					3.0	%	2.0	%
	Standard & Poor’s	68.0	%	10.0	%	2.0	%	18.0	%							2.0	%
	UBS Standard	57.7	%	17.7	%	0.4	%	19.4	%	2.7	%					2.1	%
	UBS Hedged	52.0	%	15.0	%			4.4	%	0.6	%					2.0	%	26.0	%
	Wilshire (Global)**	49.0	%	26.0	%			20.0	%					3.0	%	2.0	%
	Wilshire (Domestic)**	75.0	%					20.0	%					3.0	%	2.0	%


	EXCHANGE TRADED FUNDS
	Strategist	U.S. Eq.		Int’l Eq.		Emg Mkts.		U.S. Bonds		Int’l Bonds	Emg. Bonds	REIT’s		Cash		Other
Profile 3	Breen Financial Corp	49.1	%	8.5	%			40.3	%		`			2.0	%
	New Frontier Advisers	29.0	%	23.0	%	4.0	%	36.0	%			6.0	%	2.0	%
	OAM Avatar	48.6	%	6.0	%			39.4	%					6.0	%
	Standard & Poor’s	56.0	%	9.0	%			33.0	%					2.0	%
Profile 4	Breen Financial Corp	58.5	%	14.3	%			25.2	%					2.0	%
	New Frontier Advisers	37.0	%	29.0	%	5.0	%	21.0	%			6.0	%	2.0	%
	OAM Avator	61.7	%	6.4	%			24.8	%					7.1	%
	Standard & Poor’s	68.0	%	10.0	%	2.0	%	18.0	%					2.0	%


The guaranteed maximum Asset Charge, as a percentage of the Account Value of a Certificate, is:

	For Asset Allocation Models Corresponding To Risk Return Profile 3	For Asset Allocation Models Corresponding To Risk Return Profile 4
Single Participant	1.25%	1.75%
Joint Participants (provides protection during the life of two spouses)	1.50%	2.00%

Converting these charges to a dollar fee per $1,000 of Account Value:

	For Asset Allocation Models Corresponding To Risk Return Profile 3	For Asset Allocation Models Corresponding To Risk Return Profile 4
Single Participant	$12.50	$17.50
Joint Participants (provides protection during the life of two spouses)	$15.00	$20.00


Securities and Exchange Commission Registration Fees	$	1,842	(based on a total of $60,000,000 Proposed Maximum Aggregate Offering)

Printing and engraving	$	10,000
Accounting fees and expenses	$	10,000
Legal fees and expenses	$	300,000
Miscellaneous	$	10,000

Total expenses (approximate)	$	331,842



1.1		Underwriting Agreement To be filed by Pre-Effective Amendment to the Registration Statement.

1.2		Broker-Dealer Sales Agreement. To be filed by Pre-Effective Amendment to the Registration Statement.

2		Not applicable.

3.1		Amended and Restated Articles of Incorporation of Genworth Life and Annuity Insurance Company. Previously filed on March 31, 2007 with Post-Effective Amendment No. 6 to Form S-1 for Genworth Life and Annuity Insurance Company, Registration No. 333-67902.

3.2		Amended and Restated By-laws of Genworth Life and Annuity Insurance Company. Previously filed on March 31, 2007 with Post-Effective Amendment No. 6 to Form S-1 for Genworth Life and Annuity Insurance Company, Registration No. 333-67902.

4.1		Contract. Filed herewith.

4.2		Certificate. Filed herewith.

4.5		Application. To be filed by Pre-Effective Amendment to the Registration Statement.

5.1		Opinion of , counsel for Genworth Life and Annuity Insurance Company. To be filed by Pre-Effective Amendment to the Registration Statement.

5.2		Opinion of , counsel for Genworth Life and Annuity Insurance Company. To be filed by Pre-Effective Amendment to the Registration Statement.

6		Not applicable.

7		Not applicable.

8		Opinion of , counsel for Genworth Life and Annuity Insurance Company (re: tax matters). To be filed by Pre-Effective Amendment to the Registration Statement.

9		Not applicable.

10		Not applicable.

11		Not applicable.

12		Not applicable.

13		Not applicable.

14		Not applicable.

15		Not applicable.


Name	Title	Date

/s/ PAMELA S. SCHUTZ Pamela S. Schutz	Chairperson of the Board, President and Chief Executive Officer	October 30, 2007

WILLIAM C. GOINGS, II William C. Goings, II	Director and Senior Vice President	October 30, 2007

/s/ PAUL A. HALEY Paul A. Haley	Director, Senior Vice President and Chief Actuary	October 30, 2007

/s/ SCOTT R. LINDQUIST Scott R. Lindquist	Director and Vice President	October 30, 2007

/s/ VICTOR C. MOSES Victor C. Moses	Director and Vice President	October 30, 2007

LEON E. RODAY Leon E. Roday	Director and Senior Vice President	October 30, 2007

GEOFFREY S. STIFF Geoffrey S. Stiff	Director and Senior Vice President	October 30, 2007

/s/ DENNIS R. VIGNEAU Dennis R. Vigneau	Senior Vice President and Chief Financial Officer	October 30, 2007

/s/ JAC J. AMERELL Jac J. Amerell	Vice President and Controller	October 30, 2007