0001037155-15-000005.txt : 20150413 0001037155-15-000005.hdr.sgml : 20150413 20150410185730 ACCESSION NUMBER: 0001037155-15-000005 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20150413 DATE AS OF CHANGE: 20150410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY I SER ACC OF GRT WEST LI & ANNU INS CO OF NY CENTRAL INDEX KEY: 0001037155 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-194100 FILM NUMBER: 15765519 BUSINESS ADDRESS: STREET 1: 50 MAIN STREET STREET 2: 9TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10606 BUSINESS PHONE: 518-437-1816 MAIL ADDRESS: STREET 1: 8515 E ORCHARD RD, 2T3 STREET 2: C/O GREAT WEST LIFE & ANNUITY INSURANCE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY I SER ACC OF FIR GRT WEST LI & ANNU INS CO DATE OF NAME CHANGE: 19970403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY I SER ACC OF GRT WEST LI & ANNU INS CO OF NY CENTRAL INDEX KEY: 0001037155 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08183 FILM NUMBER: 15765520 BUSINESS ADDRESS: STREET 1: 50 MAIN STREET STREET 2: 9TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10606 BUSINESS PHONE: 518-437-1816 MAIL ADDRESS: STREET 1: 8515 E ORCHARD RD, 2T3 STREET 2: C/O GREAT WEST LIFE & ANNUITY INSURANCE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY I SER ACC OF FIR GRT WEST LI & ANNU INS CO DATE OF NAME CHANGE: 19970403 0001037155 S000011536 Variable Annuity 1 Series Account of New York C000141361 Variable Annuity 1 Series Account of New York - Advisor Choice 485APOS 1 gwlanyadvisorchoice485aadoc.htm 485APOS GWLA NY Advisor Choice 485(a) April 2015 Combined Document


As filed with the Securities and Exchange Commission on April 10, 2015

Registration No. 333-194100; 811-08183

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
( )
POST-EFFECTIVE AMENDMENT NO.
( 1 )

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                                 AMENDMENT NO.
(40)

(Check appropriate box or boxes.)

VARIABLE ANNUITY–1 SERIES ACCOUNT
(Exact Name of Registrant)
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
(Name of Depositor)
50 Main Street
White Plains, New York 10606
(Address of Depositor’s Principal Executive Offices) (Zip Code)
Depositor’s Telephone Number, including Area Code:
(800) 537-2033

Louis J. Mannello, Jr.
President and Chief Executive Officer
Great-West Life & Annuity Insurance Company of New York
50 Main Street
White Plains, New York 10606
(Name and Address of Agent for Service)

Copy to:
Ann B. Furman, Esq.
Carlton Fields Jorden Burt, P.A.
1025 Thomas Jefferson Street, N.W., Suite 400 East
Washington, D.C. 20007-5208

Approximate Date of Proposed Public Offering: Upon the effective date of this Registration Statement.

It is proposed that this filing will become effective (check appropriate box):

___    Immediately upon filing pursuant to paragraph (b) of Rule 485
___ On [Date] pursuant to paragraph (b) of Rule 485
_X_60 days after filing pursuant to paragraph (a)(1) of Rule 485
___ On [Date] pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

___ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Flexible Premium Deferred Variable Annuity Contracts





EXPLANATORY NOTE
 
Registrant is filing this Post-Effective Amendment No. 1 for the purpose of including in the registration statement a Contract amendment, a prospectus supplement relating to the Contract amendment, Part B, and Part C. In all other respects the registration statement (including the prospectus dated May 29, 2014) remains the same. This Post-Effective Amendment No. 1 does not otherwise delete, amend or supersede any information contained in the Registration Statement, except as expressly provided herein. This Post-Effective Amendment No. 1 incorporates by reference the information contained in Part A of Pre-Effective Amendment No. 1, filed on May 22, 2014.



 


 
SCHWAB ADVISOR CHOICE VARIABLE ANNUITYTM 
 
Supplement dated May 1, 2015
to the Prospectus
dated May 29, 2014
for the Variable Annuity-1 Series Account
of Great-West Life & Annuity Insurance Company of New York

Effective immediately, the section entitled “Right to Cancellation Period” on page 12 of the Prospectus is deleted in its entirety and replaced with the following:

Right of Cancellation Period
After you receive your Contract, you may examine it for 10 days during which time you may cancel your Contract as described in more detail in this Prospectus. The money you contribute to the Contract will be invested at your direction. If you purchase the Contract as a replacement of an existing life insurance or annuity contract, your right of cancellation period will be extended to 60 days.

Effective immediately, the section entitled “Right of Cancellation Period” on page 20 of the Prospectus is deleted in its entirety and replaced with the following:

Right of Cancellation Period

During the ten day right of cancellation period, you may cancel your Contract. If you purchased your Contract as a replacement of an existing contract, the right of cancellation period is extended to 60 days from the date you received it. If you exercise your right of cancellation, you must return the Contract to the Retirement Resource Operations Center or an agent of Great-West. Contracts returned during the right of cancellation period will be void from the start.

Initial Contributions will be allocated to the Sub-Accounts you select in your application. During the right to cancel period, the Owner may change the Sub-Account allocations as well as the allocation percentages. If you exercise your right to cancel, we will refund your Annuity Account Value plus any charges and fees as of the Transaction Date the Request for cancellation is received. This amount may be higher or lower than your Contributions depending on the investment performance, which means you bear the risk until we receive your Contract and Request of cancellation.


This Supplement must be accompanied by or read in conjunction with the current Prospectus,
dated May 29, 2014. Please keep this Supplement for future reference.



 









VARIABLE ANNUITY-1 SERIES ACCOUNT

SCHWAB ADVISOR CHOICE VARIABLE ANNUITYTM 

Individual Flexible Premium Deferred
Variable Annuity Contracts


issued by


Great-West Life & Annuity Insurance Company of New York
50 Main Street
White Plains, New York 10606
Telephone: (800) 537-2033






STATEMENT OF ADDITIONAL INFORMATION





This Statement of Additional Information is not a prospectus and should be read in conjunction with the Prospectus, dated May , 2015, which is available without charge by contacting the Retirement Resource Operations Center, P.O. Box 173921, Denver, Colorado 80217-3921 or at 1-1-877-723-8723.



The date of this Statement of Additional Information is
May , 2015.




B-1



TABLE OF CONTENTS





B-2



GENERAL INFORMATION

In order to supplement the description in the Prospectus, the following provides additional information about the Contracts and other matters which may be of interest to you. Terms not defined in this Statement of Additional Information have the same meanings as are defined in the Prospectus under the heading "Definitions."

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
AND THE VARIABLE ANNUITY-1 SERIES ACCOUNT

Great-West Life & Annuity Insurance Company of New York (the "Company" or "Great-West") (formerly known as First Great-West Life & Annuity Insurance Company, and before that as Canada Life Insurance Company of New York), the issuer of the Contract, is a New York corporation qualified to sell life insurance and annuity contracts in New York. It was qualified to do business on June 7, 1971. The Company is a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company ("GWL&A"), a Colorado stock life insurance company. GWL&A is a wholly owned subsidiary of GWL&A Financial, Inc., a Delaware holding company. GWL&A Financial, Inc. is an indirect wholly-owned subsidiary of Great-West Lifeco Inc., a Canadian holding company. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding company with substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada, a Canadian holding and management company. Through a group of private holding companies, The Desmarais Family Residuary Trust, which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, has voting control of Power Corporation of Canada.

The assets allocated to the Variable Annuity-1 Series Account (the (“Series Account”) are the exclusive property of the Company. Registration of the Series Account under the Investment Company Act of 1940 does not involve supervision of the management or investment practices or policies of the Series Account or of the Company by the Securities and Exchange Commission. The Company may accumulate in the Series Account proceeds from charges under the Contracts and other amounts in excess of the Series Account assets representing reserves and liabilities under the Contract and other variable annuity contracts issued by the Company. The Company may from time to time transfer to its general account any of such excess amounts. Under certain remote circumstances, the assets of one Sub-Account may not be insulated from liability associated with another Sub-Account.
    
CALCULATION OF ANNUITY PAYOUTS

Variable Annuity Options

The Company converts the Accumulation Units for each Investment Segment Sub-Account held by you into Annuity Units at their values determined as of the end of the valuation period which contains the Annuity Commencement Date. The number of Annuity Units paid for each Investment Segment Sub-Account is determined by dividing the amount of the first payment by the Annuity Unit value on the first valuation date preceding the date the first payout is due. The number of Annuity Units used to calculate each payout for an Investment Segment Sub-Account remains fixed during the Annuity Payout Period.

The first payment under a variable annuity payout option will be based on the value of each Investment Segment Sub-Account on the first valuation date preceding the Annuity Commencement Date. We will determine it by applying the appropriate rate to the amount applied under the payout option. Payments after the first will vary depending upon the investment experience of the Investment Segment Sub-Accounts. The subsequent amount paid is determined by multiplying (a) by (b) where (a) is the number of Annuity Units to be paid and (b) is the Annuity Unit value on the first valuation date preceding the date the annuity payout is due. The total amount of each variable annuity payout will be the sum of the variable annuity payments for each Sub-Account.


B-3



POSTPONEMENT OF PAYOUTS

With respect to amounts allocated to the Series Account, payout of any amount due upon a total or partial surrender, death or under an annuity option will ordinarily be made within seven days after all documents required for such payout are received by the Retirement Resource Operations Center. However, the determination, application or payout of any death benefit, Transfer, full surrender, partial withdrawal or annuity payout may be deferred to the extent dependent on Accumulation or Annuity Unit Values, for any period during which the New York Stock Exchange is closed (other than customary weekend and holiday closings) or trading on the New York Stock Exchange is restricted as determined by the Securities and Exchange Commission, for any period during which any emergency exists as a result of which it is not reasonably practicable for the Company to determine the investment experience of such Accumulation or Annuity Units or for such other periods as the Securities and Exchange Commission may by order permit for the protection of investors.

SERVICES

A.    Safekeeping of Series Account Assets
    
The assets of the Series Account are held by Great-West. The assets of the Series Account are kept physically segregated and held separate and apart from the general account of Great-West. Great-West maintains records of all purchases and redemptions of shares of the underlying Portfolios. Additional protection for the assets of the Series Account is afforded by a financial institution bond that includes fidelity coverage issued to Great-West Lifeco Inc. and subsidiary companies in the amount of $50 million (Canadian) per occurrence and $100 million (Canadian) in the aggregate, which covers all officers and employees of Great-West.

    
B.    Independent Registered Public Accounting Firm and Independent Auditors

Deloitte & Touche LLP, 555 Seventeenth Street, Suite 3600, Denver, Colorado 80202, serves as the Company’s independent auditor and serves as the Series Account’s independent registered public accounting firm. Deloitte & Touche LLP audits financial statements for the Company and the Series Account and provides other audit, tax, and related services.

The financial statements and financial highlights of each of the investment divisions of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York included in this Statement of Additional Information have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing in the Registration Statement. Such financial statements and financial highlights have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Great-West Life & Annuity Insurance Company of New York included in this Statement of Additional Information have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing in the Registration Statement (which report expresses an unqualified opinion and includes an emphasis-of-matter paragraph referring to the financial statements which have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company). Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

C.    Principal Underwriter

The offering of the Contracts is made on a continuous basis by GWFS Equities, Inc. ("GWFS"), an affiliate of Great-West. GWFS is a Delaware corporation and is a member of FINRA. The Company does not anticipate

B-4



discontinuing the offering of the Contract, although it reserves the right to do so. The Contract generally will be issued for Annuitants from birth to age eighty-five.

    
D.    Administrative Services

Great-West and GWL&A have entered into an Administrative Services Agreement dated August 1, 2003, as amended. Pursuant to the agreement, GWL&A performs certain corporate support services, investment services and other back office administrative services for Great-West. In addition, certain of GWL&A's property, equipment, and facilities are made available for Great-West for its operations. All charges for services and use of facilities to the extent practicable reflect actual costs, and are intended to be in accordance with New York Insurance Laws.

Certain administrative services are provided by GWFS to assist Great-West in processing the Contracts. These services are described in written agreements between GWFS and Great-West.

WITHHOLDING

Annuity payouts and other amounts received under the Contract are subject to income tax withholding unless the recipient elects not to have taxes withheld. The amounts withheld will vary among recipients depending on the tax status of the individual and the type of payouts from which taxes are withheld.

Notwithstanding the recipient's election, withholding may be required with respect to certain payouts to be delivered outside the United States and with respect to certain distributions from certain types of qualified retirement plans, unless the proceeds are transferred directly to another qualified retirement plan. Moreover, special "backup withholding" rules may require the Company to disregard the recipient's election if the recipient fails to supply the Company with a taxpayer identification number ("TIN") (social security number for individuals), or if the Internal Revenue Service notifies the Company that the TIN provided by the recipient is incorrect.

Foreign Account Tax Compliance Act (“FATCA”)

We may be required to withhold at a rate of 30% under FATCA on certain distributions to foreign financial institutions and non-financial foreign entities holding accounts on behalf of and/or the assets of U.S. persons unless the foreign entities provide us with certain certifications regarding their status under FATCA on the applicable IRS forms. Prospective purchasers with accounts in foreign financial institutions or non-financial foreign entities are advised to consult with a competent tax advisor regarding the application of FATCA to their purchase situation.

FINANCIAL STATEMENTS

The financial statements of Great-West Life & Annuity Insurance Company of New York should be considered only as bearing upon Depositor's ability to meet its obligations under the Contracts, and they should not be considered as bearing on the investment performance of the Series Account. The variable interests of Contract Owners under the Contracts are affected solely by the investment results of the Series Account.



B-5

 



















 
Great-West Life & Annuity Insurance Company of New York
(a wholly-owned subsidiary of
Great-West Life & Annuity Insurance Company)
Balance Sheets as of December 31, 2014 and 2013
and Related Statements of Income, Comprehensive Income, Stockholder’s Equity and Cash Flows for Each of the Three Years in the Period Ended December 31, 2014 and Independent Auditors’ Report

















Deloitte & Touche LLP
Suite 3600
555 Seventeenth Street
Denver, CO 80202-3942 USA
Tel: +1 303 292 5400
Fax: +1 303 312-4000
www.deloitte.com


INDEPENDENT AUDITORS’ REPORT


To the Board of Directors and Stockholder of
Great-West Life & Annuity Insurance Company of New York White Plains, New York

We have audited the accompanying financial statements of Great-West Life & Annuity Insurance Company of New York (the "Company") (a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company), which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of income, comprehensive income, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2014, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


Member of
Deloitte Touche Tohmatsu Limited










Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Great-West Life & Annuity Insurance Company of New York as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 1 to the financial statements, the accompanying financial statements have been prepared from separate records maintained by the Company and may not necessarily be indicative of conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company, as portions of certain expenses represent allocations made from affiliates.


March 31, 2015


















GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Balance Sheets
December 31, 2014 and 2013
(In Thousands, Except Share Amounts)

 
 
December 31,
 
 
2014
 
2013
 
 
 
 
 
Assets
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 
Fixed maturities, available-for-sale, at fair value (amortized cost of $802,727 and $673,162)
 
$
833,705

 
$
679,104

Fixed maturities, held for trading, at fair value (amortized cost of $10,826 and $67,216)
 
11,156

 
65,571

Mortgage loans on real estate (net of allowances of $100 and $100)
 
97,624

 
95,152

Policy loans
 
24,149

 
23,127

Short-term investments, available-for-sale (amortized cost of $23,807 and $26,778)
 
23,807

 
26,778

Equity investments
 
148

 
251

Total investments
 
990,589

 
889,983

Other assets:
 
 
 
 
Cash
 
625

 
1,078

Reinsurance receivable
 
4,519

 
5,495

Deferred acquisition costs (“DAC”)
 
15,481

 
12,761

Investment income due and accrued
 
8,411

 
7,647

Deferred income tax assets, net
 
3,304

 
11,196

Collateral under securities lending agreements
 
13,741

 
11,177

Due from parent and affiliates
 
4,452

 
1,218

Other assets
 
4,556

 
3,996

Assets of discontinued operations
 
240

 
408

Separate account assets
 
599,324

 
542,384

Total assets
 
$
1,645,242

 
$
1,487,343

 
 
 
 
 




See notes to financial statements.          (Continued)





- 3 -




GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Balance Sheets
December 31, 2014 and 2013
(In Thousands, Except Share Amounts)

 
 
December 31,
 
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholder’s equity
 
 
 
 
Policy benefit liabilities:
 
 
 
 
Future policy benefits
 
$
868,208

 
$
788,355

Policy and contract claims
 
1,967

 
2,173

Policyholders’ funds
 
2,457

 
2,188

Provision for policyholders’ dividends
 
3,200

 
3,000

Undistributed earnings on participating business
 
20,050

 
16,578

Total policy benefit liabilities
 
895,882

 
812,294

General liabilities:
 
 
 
 
Due to parent and affiliates
 
624

 
4,094

Payable under securities lending agreements
 
13,741

 
11,177

Other liabilities
 
6,926

 
7,063

Liabilities of discontinued operations
 
240

 
408

Separate account liabilities
 
599,324

 
542,384

Total liabilities
 
1,516,737

 
1,377,420

Commitments and contingencies (See Note 12)
 
 
 
 
Stockholder’s equity:
 
 
 
 
Common stock, $1,000 par value, 10,000 shares
 
 
 
 
authorized; 2,500 shares issued and outstanding
 
2,500

 
2,500

Additional paid-in capital
 
56,350

 
56,350

Accumulated other comprehensive income
 
12,654

 
2,259

Retained earnings
 
57,001

 
48,814

Total stockholder’s equity
 
128,505

 
109,923

Total liabilities and stockholder’s equity
 
$
1,645,242

 
$
1,487,343

 
 
 
 
 


See notes to financial statements.              (Concluded)


- 4 -




GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Statements of Income
Years ended December 31, 2014, 2013 and 2012
(In Thousands)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Premium income
 
$
13,455

 
$
52,905

 
$
8,847

Fee income
 
11,735

 
8,331

 
6,169

Other revenue
 

 
7,355

 

Net investment income
 
37,243

 
31,117

 
30,594

Realized investment gains (losses), net:
 
 
 
 
 
 
Total other-than-temporary losses
 

 
(273
)
 
(424
)
Other-than-temporary (gains) losses transferred to other comprehensive income
 

 

 
72

Other realized investment gains (losses), net
 
1,430

 
2,307

 
4,657

Total realized investment gains (losses), net
 
1,430

 
2,034

 
4,305

Total revenues
 
63,863

 
101,742

 
49,915

Benefits and expenses:
 
 
 
 
 
 
Life and other policy benefits
 
19,962

 
17,495

 
18,577

(Decrease) increase in future policy benefits
 
(6,546
)
 
38,011

 
(4,746
)
Interest paid or credited to contractholders
 
15,784

 
13,398

 
12,932

Provision for policyholders’ share of (losses) earnings on participating business
 
(1,041
)
 
6,117

 
(2,370
)
Dividends to policyholders
 
3,296

 
3,998

 
1,254

Total benefits
 
31,455

 
79,019

 
25,647

General insurance expenses
 
18,892

 
17,427

 
12,885

Amortization of DAC
 
1,184

 
608

 
2,379

Total benefits and expenses
 
51,531

 
97,054

 
40,911

Income before income taxes
 
12,332

 
4,688

 
9,004

Income tax expense
 
4,145

 
2,069

 
2,460

Net income
 
$
8,187

 
$
2,619

 
$
6,544




See notes to financial statements.




- 5 -




GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Statements of Comprehensive Income (Loss)
Years ended December 31, 2014, 2013 and 2012
(In Thousands)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
8,187

 
$
2,619

 
$
6,544

Components of other comprehensive income (loss)
 
 
 
 
 
 
Unrealized holding gains (losses) arising on available-for-sale fixed maturity investments
 
20,782

 
(24,933
)
 
20,197

Reclassification adjustment for (gains) losses realized in net income
 
(269
)
 
(2,672
)
 
(2,886
)
Net unrealized gains (losses) related to investments
 
20,513

 
(27,605
)
 
17,311

Future policy benefits, DAC adjustments
 
(4,520
)
 
4,805

 
(6,100
)
Other comprehensive income (loss) before income taxes
 
15,993

 
(22,800
)
 
11,211

Income tax expense (benefit) related to items of other comprehensive income
 
5,598

 
(7,979
)
 
3,924

Other comprehensive income (loss) (1)
 
10,395

 
(14,821
)
 
7,287

Total comprehensive income (loss)
 
$
18,582

 
$
(12,202
)
 
$
13,831

 
 
 
 
 
 
 


(1) Other comprehensive income (loss) includes the non-credit component of impaired losses (gains) on fixed maturities available-for-sale, net of future policy benefits, DAC and income taxes, in the amounts of $(47), $665 and $1,543 for the years ended December 31, 2014, 2013 and 2012, respectively.









See notes to financial statements.


- 6 -




GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Statements of Stockholder’s Equity
Years ended December 31, 2014, 2013 and 2012
(In Thousands, Except Share Amounts)

 
 
 
 
 
 
 
 
 
 
 
 
 
Common
stock
 
Additional
paid-in
capital
 
Accumulated
other
comprehensive
income (loss)
 
Retained
earnings
 
Total
Balances, January 1, 2012
$
2,500

$
56,350

$
9,793

$
39,651

$
108,294

Net income
 
 
 
 
 
 
 
6,544

 
6,544

Other comprehensive income, net of income taxes
 
 
 
 
 
7,287

 
 
 
7,287

Balances, December 31, 2012
 
2,500

 
56,350

 
17,080

 
46,195

 
122,125

Net income
 
 
 
 
 
 
 
2,619

 
2,619

Other comprehensive loss, net of income taxes
 
 
 
 
 
(14,821
)
 
 
 
(14,821
)
Balances, December 31, 2013
 
2,500

 
56,350

 
2,259

 
48,814

 
109,923

Net income
 
 
 
 
 
 
 
8,187

 
8,187

Other comprehensive income, net of income taxes
 
 
 
 
 
10,395

 
 
 
10,395

Balances, December 31, 2014
$
2,500

$
56,350

$
12,654

$
57,001

$
128,505

 
 
 
 
 
 
 
 
 
 
 





See notes to financial statements.

- 7 -



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Statements of Cash Flows
Years ended December 31, 2014, 2013 and 2012
(In Thousands)

 
 
Year ended December 31,
 
 
2014
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 
$
8,187

 
$
2,619

 
$
6,544

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
 
 
(Losses) earnings allocated to participating policyholders
 
(1,041
)
 
1,336

 
(2,370
)
Amortization of premiums (accretion of discounts) on investments, net
 
2,697

 
2,972

 
2,009

Net realized (gains) losses on investments
 
(3,406
)
 
103

 
(4,305
)
Net proceeds (purchases) of trading securities
 
57,164

 
(36,096
)
 
(28,917
)
Interest credited to contractholders
 
15,724

 
13,317

 
12,849

Depreciation and amortization
 
1,181

 
615

 
2,381

Deferral of acquisition costs
 
(6,250
)
 
(3,574
)
 
(4,660
)
Deferred income taxes
 
2,296

 
(3,099
)
 
58

Other, net
 

 
(2
)
 
(219
)
Changes in assets and liabilities:
 
 
 
 
 
 
Policy benefit liabilities
 
(14,899
)
 
(11,001
)
 
(12,152
)
Reinsurance receivable
 
1,144

 
1,301

 
4,057

Investment income due and accrued
 
(764
)
 
(741
)
 
(922
)
Other assets
 
(342
)
 
1,170

 
(1,993
)
Other liabilities
 
(673
)
 
(312
)
 
1,410

Net cash provided by (used in) operating activities
 
61,018

 
(31,392
)
 
(26,230
)
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
Proceeds from sales, maturities and redemptions of investments:
 
 
 
 
 
 
Fixed maturities, available-for-sale
 
73,911

 
139,347

 
197,804

Mortgage loans on real estate
 
6,445

 
8,324

 
10,028

Other investments
 
115

 
495

 
64

Purchases of investments:
 


 
 
 
 
Fixed maturities, available-for-sale
 
(205,680
)
 
(138,704
)
 
(250,371
)
Mortgage loans on real estate
 
(8,985
)
 
(10,000
)
 
(10,704
)
Other investments
 
(3
)
 

 
(687
)
Net change in short-term investments
 
2,971

 
(360
)
 
(9,713
)
Policy loans, net
 
(890
)
 
(160
)
 
(2,143
)
Net cash used in investing activities
 
(132,116
)
 
(1,058
)
 
(65,722
)



See notes to financial statements          (Continued)

- 8 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Statements of Cash Flows
Years ended December 31, 2014, 2013 and 2012
(In Thousands)

 
 
Year ended December 31,
 
 
2014
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
Contract deposits
 
$
138,908

 
$
97,907

 
$
129,970

Contract withdrawals
 
(62,095
)
 
(69,044
)
 
(35,678
)
Change in due to/from parent and affiliates
 
(6,704
)
 
(2,090
)
 
4,068

Change in book overdrafts
 
536

 
369

 
(191
)
Net cash provided by financing activities
 
70,645

 
27,142

 
98,169

 
 
 
 
 
 
 
Net (decrease) increase in cash
 
(453
)
 
(5,308
)
 
6,217

Cash, beginning of year
 
1,078

 
6,386

 
169

Cash, end of year
 
$
625

 
$
1,078

 
$
6,386

 
 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
 
 
Net cash paid during the year for income taxes
 
$
(7,936
)
 
$
(1,752
)
 
$
(1,094
)
 
 
 
 
 
 
 
Non-cash investing transactions during the year:
 
 
 
 
 
 
Fixed maturity investments, available-for-sale acquired in reinsurance termination (See Note 3)
 
$

 
$
(44,104
)
 
$

Policy loans acquired in reinsurance termination (See Note 3)
 

 
(6,468
)
 

 
 
 
 
 
 
 
















See notes to financial statements (Concluded)

- 9 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)







1. Organization and Significant Accounting Policies

Organization

Great-West Life & Annuity Insurance Company of New York (the “Company”) is a direct wholly-owned subsidiary of Great-West Life & Annuity Insurance Company (“GWL&A”) which is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a holding company formed in 1998. GWL&A Financial is a direct wholly-owned subsidiary of Great-West Lifeco U.S. Inc. (“Lifeco U.S.”) and an indirect wholly-owned subsidiary of Great-West Lifeco Inc. (“Lifeco”), a Canadian holding company. The Company offers a wide range of life insurance, retirement and investment products to individuals, businesses and other private and public organizations throughout the United States. The Company is an insurance company domiciled in the State of New York and is subject to regulation by the New York State Department of Financial Services.

Basis of Presentation

The financial statements include the accounts of the Company and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are required to account for items and matters such as, but not limited to, the valuation of investments in the absence of quoted market values, impairment of investments, valuation of DAC, valuation of policy benefit liabilities and the valuation of deferred tax assets or liabilities, net. Actual results could differ from those estimates.

The Company is a member of a controlled group. Therefore, its results may not be indicative of those of a stand-alone company.

Summary of Significant Accounting Policies

Investments

Investments are reported as follows:

1.
The Company classifies the majority of its fixed maturity investments as available-for-sale which are recorded at fair value with the related net unrealized gain or loss, net of policyholder related amounts and deferred taxes, recorded in accumulated other comprehensive income (loss) (“AOCI”).

Premiums and discounts are recognized as a component of net investment income using the effective interest method, realized gains and losses are included in net realized investment gains (losses) and declines in value determined to be other-than-temporary are included in total other-than-temporary losses.

The Company also classifies certain fixed maturity investments as held for trading. Assets in the held for trading category are carried at fair value with changes in fair value reported in net investment income.

The recognition of income on certain investments (e.g. loan-backed securities, including mortgage-backed and asset-backed securities) is dependent upon market conditions, which may result in prepayments and changes in amounts to be earned. Prepayments on all mortgage-backed and asset-backed securities are monitored monthly and amortization of the premium and/or the accretion of the discount associated with the purchase of such securities are adjusted by such prepayments.

The Company recognizes the acquisition of its public fixed maturity and equity investments on a trade date basis.

2.
Mortgage loans on real estate consist of domestic commercial collateralized loans and are carried at their unpaid principal balances adjusted for any unamortized premiums or discounts, origination fees and mortgage provision allowances. Interest income is accrued on the unpaid principal balance for all loans, except for loans on non-accrual status. Premiums, discounts

- 10 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






and origination fees are amortized to net investment income using the effective interest method. Prepayment penalty fees are recognized in other realized investment gains upon receipt.

The Company actively manages its mortgage loan portfolio by completing ongoing comprehensive analysis of factors such as debt service coverage ratios, loan-to-value ratios, payment status, default or legal status, annual collateral property evaluations and general market conditions.  On a quarterly basis, the Company reviews the above primary credit quality indicators in its internal risk assessment of loan impairment and credit loss. Management’s risk assessment process is subjective and includes the categorization of all loans, based on the above mentioned credit quality indicators, into one of the following categories:

Performing - generally indicates the loan has standard market risk and is within its original underwriting guidelines.
Non-performing - generally indicates there is a potential for loss due to the deterioration of financial/monetary default indicators or potential foreclosure. Due to the potential for loss, these loans are evaluated for impairment.

The adequacy of the Company’s mortgage provision allowance is reviewed quarterly. The determination of the calculation and the adequacy of the mortgage provision allowance and mortgage impairments involve judgments that incorporate qualitative and quantitative Company and industry mortgage performance data. Management’s periodic evaluation and assessment of the adequacy of the mortgage provision allowance and the need for mortgage impairments is based on known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the fair value of the underlying collateral, composition of the loan portfolio, current economic conditions, loss experience and other relevant factors. Loans included in the non-performing category and other loans with certain substandard credit quality indicators are individually reviewed to determine if a specific impairment is required. Risk is mitigated through first position collateralization, guarantees, loan covenants and borrower reporting requirements. Since the Company does not originate or hold uncollateralized mortgages, loans are generally not deemed fully uncollectable. Generally, unrecoverable amounts are written off during the final stage of the foreclosure process.

Loan balances are considered past due when payment has not been received based on contractually agreed upon terms.  The accrual of interest is discontinued when concerns exist regarding the realization of loan principal or interest.  The Company resumes interest accrual on loans when a loan returns to current status or under new terms when loans are restructured or modified.

On a quarterly basis, any loans with terms that were modified during that period are reviewed to determine if the loan modifications constitute a troubled debt restructuring (“TDR”).  In evaluating whether a loan modification constitutes a TDR, it must be determined that the modification is a significant concession and the debtor is experiencing financial difficulties.   

3.
Policy loans are carried at their unpaid balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned. Policy loans are fully collateralized by the cash surrender value of the associated insurance policy.

4.
Short-term investments include securities purchased with investment intent and with initial maturities of one year or less and are generally carried at fair value which is approximated from amortized cost.

5.
The Company participates in a securities lending program in which the Company lends fixed maturity securities that are held as part of its general account investment portfolio to third parties.  The Company does not enter into these types of transactions for liquidity purposes, but rather for yield enhancement on its investment portfolio.  The borrower can return and the Company can request the loaned securities at any time.  The Company maintains ownership of the securities at all times and is entitled to receive from the borrower any payments for interest received on such securities during the loan term.  Securities lending transactions are accounted for as secured borrowings.  The securities lending agent indemnifies the Company against borrower risk, meaning that the lending agent agrees contractually to replace securities not returned due to a borrower default.  The Company generally requires initial collateral in an amount greater than or equal to 102% of the fair value of domestic securities loaned and 105% of foreign securities loaned.  Such collateral is used to replace the securities loaned in event of default by the borrower. Acceptable collateral is generally defined as government securities, letters of credit and/or cash collateral.  Some cash collateral may be invested in short-term repurchase agreements which are also collateralized by U.S. Government or U.S. Government Agency securities. Non-cash collateral is not recognized as the Company does not have effective control.


- 11 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






6.
The Company’s other-than-temporary impairments (“OTTI”) accounting policy requires that a decline in the value of a security below its cost or amortized cost basis be assessed to determine if the decline is other-than-temporary. The assessment of whether an OTTI has occurred on fixed maturity investments where management does not intend to sell the fixed maturity investment and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, is based upon management’s case-by-case evaluation of the underlying reasons for the decline in fair value of each individual security. Management considers a wide range of factors, as described below, regarding the security issuer and uses its best judgment in evaluating the cause of the decline in its estimated fair value and in assessing the prospects for near-term recovery.

Considerations used by the Company in the impairment evaluation process include, but are not limited to, the following:

The extent to which estimated fair value is below cost;
Whether the decline in fair value is attributable to specific adverse conditions affecting a particular instrument, its issuer, an industry or geographic area;
The length of time for which the estimated fair value has been below cost;
Downgrade of a fixed maturity investment by a credit rating agency;
Deterioration of the financial condition of the issuer;
The payment structure of the fixed maturity investment and the likelihood of the issuer being able to make payments in the future; and
Whether dividends have been reduced or eliminated or scheduled interest payments have not been made.

If either (a) management has the intent to sell a fixed maturity investment or (b) it is more likely than not the Company will be required to sell a fixed maturity investment before its anticipated recovery, a charge is recorded in net realized investment losses equal to the difference between the fair value and cost or amortized cost basis of the security. If management does not intend to sell the security and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, but the present value of the cash flows expected to be collected (discounted at the effective interest rate implicit in the fixed maturity investment prior to impairment) is less than the amortized cost basis of the fixed maturity investment (referred to as the credit loss portion), an OTTI is considered to have occurred. In this instance, total OTTI is bifurcated into two components: the amount related to the credit loss, which is recognized in current period earnings; and the amount attributed to other factors (referred to as the non-credit portion), which is recognized as a separate component in AOCI. The expected cash flows utilized during the impairment evaluation process are determined using judgment and the best information available to the Company including default rates, credit ratings, collateral characteristics and current levels of subordination. After the recognition of an OTTI, a fixed maturity investment is accounted for as if it had been purchased on the measurement date of the OTTI, with an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings. The difference between the new amortized cost basis and the future cash flows is accreted into net investment income.  The Company continues to estimate the present value of cash flows expected to be collected over the life of the security.

Fair Value

Certain assets and liabilities are recorded at fair value on the Company’s balance sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company categorizes its assets and liabilities measured at fair value on a recurring basis into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company’s assets and liabilities recorded at fair value on a recurring basis have been categorized based upon the following fair value hierarchy:

Level 1 inputs utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Financial assets and liabilities utilizing Level 1 inputs include certain money market funds.

Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. The fair values for some Level 2 securities are obtained from pricing services.

- 12 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






The inputs used by the pricing services are reviewed at least quarterly or when the pricing vendor issues updates to its pricing methodology. For fixed maturity securities and separate account assets, inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Additional inputs utilized for assets and liabilities classified as Level 2 are:

Asset-backed, residential mortgage-backed, commercial mortgage-backed securities and collateralized debt obligations - new issue data, monthly payment information, collateral performance and third party real estate analysis.
U.S. states and their subdivisions - material event notices.
Equity investments - exchange rates, various index data and news sources.
Short-term investments - valued based on amortized cost with consideration of issuer credit quality.
Separate account assets - various index data and news sources, amortized cost (which approximates fair value), trading activity, swap curves, credit spreads, recovery rates, restructuring, net present value of cash flows and quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. In general, the prices of Level 3 securities are obtained from single broker quotes and internal pricing models. If the broker’s inputs are largely unobservable, the valuation is classified as a Level 3. Broker quotes are validated through an internal analyst review process, which includes validation through known market conditions and other relevant data, as noted below. Internal models are usually cash flow based utilizing characteristics of the underlying collateral of the security such as default rate and other relevant data. Inputs utilized for securities classified as Level 3 are as follows:

Corporate debt securities - unadjusted single broker quotes which may be in an illiquid market or otherwise deemed unobservable.
Asset-backed securities - internal models utilizing asset-backed securities index spreads.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Overall, transfers between levels are attributable to a change in the observability of inputs. Assets and liabilities are transferred to a lower level in the hierarchy when a significant input cannot be corroborated with market observable data. This may occur when market activity decreases and underlying inputs cannot be observed, current prices are not available, and/or when there are significant variances in quoted prices, thereby affecting transparency. Assets and liabilities are transferred to a higher level in the hierarchy when circumstances change such that a significant input can be corroborated with market observable data. This may be due to a significant increase in market activity including recent trades, a specific event, or one or more significant input(s) becoming observable. All transfers between levels are recognized at the beginning of the reporting period in which the transfer occurred.

The policies and procedures utilized to review, account for and report on the value and level of the Company’s securities were determined and implemented by the Finance division. The Investments division is responsible for the processes related to security purchases and sales and provides valuation and leveling input to the Finance division when necessary. Both divisions within the Company have worked in conjunction to establish thorough pricing, review, approval, accounting and reporting policies and procedures around the securities valuation process.

Internal pricing models may be used to value certain Level 3 securities. Internal model input assumptions may include: prepayment speeds, constant default rates and the Asset Backed Securities Index (“ABX Index”) spread adjusted by an internally calculated liquidity premium with the primary inputs being the constant default rate and the internally adjusted ABX Index spread. These models are recalibrated monthly by adjusting the inputs based on current public security market conditions and a monthly comparison to pricing vendor evaluations is performed and analyzed.

In some instances, securities are priced using external broker quotes.  In most cases, when broker quotes are used as pricing inputs, more than one broker quote is obtained.  External broker quotes are reviewed internally by comparing the quotes to similar securities

- 13 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






in the public market and/or to vendor pricing, if available.  Additionally, external broker quotes are compared to market reported trade activity to ascertain whether the price is reasonable, reflective of the current market prices and takes into account the characteristics of the Company’s securities.

Cash

Cash includes only amounts in demand deposit accounts.

Book overdrafts occur when checks have been issued by the Company, but have not been presented to the Company’s disbursement bank accounts for payment. These bank accounts allow the Company to delay funding of the issued checks until they are presented for payment. This delay in funding results in a temporary source of financing. The activity related to book overdrafts is included in the financing activities in the statement of cash flows. The book overdrafts in the amounts of $905 and $369 are included in other liabilities at December 31, 2014 and 2013, respectively.

Deferred acquisition costs

The Company incurs costs in connection with the acquisition of new and renewal insurance business. Costs that vary directly with and relate to the successful production of new business are deferred as DAC. These costs consist primarily of commissions, costs associated with the Company’s sales representatives and policy issuance and underwriting expenses related to the production of successfully acquired new business. A success factor is derived from actual contracts issued by the Company from requests for proposals or applications received and applied to the deferrable costs. The recoverability of such costs is dependent upon the future profitability of the related business. Recoverability testing is performed for current issue year products to determine if gross revenues are sufficient to cover DAC and expenses. At least annually, loss recognition testing is performed on aggregated blocks of business to adjust the DAC balance.

DAC associated with the annuity products and flexible premium universal life insurance products is being amortized over the life of the contracts in proportion to the emergence of gross profits. Retrospective adjustments of this amount is made when the Company revises its estimates of current or future gross profits on an annual basis. DAC associated with traditional life insurance is amortized over the premium-paying period of the related policies in proportion to premium revenues recognized. DAC, for applicable products, is adjusted for the impact of unrealized gains or losses on investments as if these gains or losses had been realized, with corresponding credits or charges included in AOCI.

Separate accounts

Separate account assets and related liabilities are carried at fair value in the accompanying balance sheets.  The Company issues variable annuity contracts and variable universal life contracts through separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder and therefore, are not included in the Company’s statements of income. 

Revenues to the Company from the separate accounts consist of contract maintenance fees, investment management fees, administrative fees and mortality and expense risk charges.

The Company’s separate accounts invest in shares of Great-West Funds, Inc. and Putnam Funds, open-end management investment companies, which are affiliates of the Company, and shares of other non-affiliated mutual funds.

Future policy benefits liabilities

Life insurance and annuity future benefits liabilities with life contingencies in the amounts of $477,533 and $411,097 at December 31, 2014 and 2013, respectively, are computed on the basis of assumed investment yield, mortality, morbidity and expenses, including a margin for adverse deviation. These future policy benefits are calculated as the present value of future benefits (including dividends) and expenses less the present value of future net premiums. The assumptions used in calculating the future policy benefits generally vary by plan, year of issue and policy duration. Additionally, these future policy benefits are established for claims that have been incurred but not reported based on factors derived from past experience.

Annuity contract benefits liabilities without life contingencies in the amounts of $390,223 and $377,020 at December 31, 2014 and 2013, respectively, are established at the contract holder’s account value, which is equal to cumulative deposits and credited

- 14 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






interest, less withdrawals and mortality and expense and/or administrative service charges. The Company’s general account also has some immediate annuities. Future benefits for immediate annuities without life contingent payouts are computed on the basis of assumed investment yield and expenses.

Reinsurance ceded

In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage, quota share, yearly renewable term, coinsurance and modified coinsurance contracts. For each of its reinsurance agreements, the Company determines if the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. If the Company determines that a reinsurance agreement does not provide indemnification against loss or liability relating to insurance risk, the Company records the agreement using the deposit method of accounting. The Company reviews all contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.

Policy benefits and policy and contract claims ceded to other insurance companies are carried as a reinsurance receivable in the accompanying balance sheets. Premiums, fee income and policyholder benefits are reported net of reinsurance ceded in the accompanying statements of income. The cost of reinsurance related to long duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies.

The Company strives to cede risks to highly rated, well-capitalized reinsurers. The Company monitors and evaluates the financial condition of reinsurers to minimize exposure to credit risk.

Policy and contract claims
Policy and contract claims include provisions for claims incurred but not reported and claims in the process of settlement. The provision for claims incurred but not reported is valued based primarily on the Company’s prior experience. Claims in the process of settlement are valued in accordance with the terms of the related policies and contracts.

Participating business

The Company has participating policies in which the policyholder shares in the Company’s earnings through policyholder dividends that reflect the difference between the assumptions used in the premium charged and the actual experience on those policies. The amount of dividends to be paid is determined by the Board of Directors.

Participating life and annuity policy benefit liabilities were $113,475 and $113,849 at December 31, 2014 and 2013, respectively. Participating business composed approximately 15% and 16% of the Company’s individual life insurance in-force at December 31, 2014 and 2013, and 49%, 92% and 43% of individual life insurance premium income for the years ended December 31, 2014, 2013 and 2012, respectively. The policyholder’s share of net income on participating policies that cannot be distributed to the Company’s stockholder is excluded from stockholder’s equity and recorded as undistributed earnings on participating business in the balance sheet.

Revenue recognition

Life insurance premiums are recognized when due in premiums. Annuity contract premiums with life contingencies are recognized as received. Revenues for annuity and other contracts without significant life contingencies consist of contract charges for the cost of insurance and contract administration and surrender fees that have been assessed against the contract account balance during the period and are recognized when earned in fee income. Fees from assets under management, assets under administration, shareholder servicing, mortality and expense risk charges, administration and record-keeping services and investment advisory services are recognized when due in fee income.

Net investment income

Interest income from fixed maturities, mortgage loans on real estate and policy loans is recognized when earned. Net investment income on equity securities is primarily comprised of dividend income and is recognized on the ex-dividend date.


- 15 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






Realized investment gains (losses)

Realized investment gains and losses are reported as a component of revenues and are determined on a specific identification basis.

Benefits and expenses

Benefits and expenses on policies with life contingencies are associated with earned premiums so as to result in recognition of profits over the life of the contracts.

Income taxes

Income taxes are recorded using the asset and liability method in which deferred tax assets and liabilities are recorded for expected future tax consequences of events that have been recognized in either the Company’s financial statements or consolidated tax returns. In estimating future tax consequences, all expected future events, other than enactments or changes in the tax laws or rules, are considered. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized. Although realization is not assured, management believes it is more likely than not that the deferred tax asset will be realized. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date.

2. Application of Recent Accounting Pronouncements

Future adoption of new accounting pronouncements
 
In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). The update outlines a comprehensive model for accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. While the update does not apply to insurance contracts within the scope of Topic 944, it does apply to other fee income earned by the Company which includes fees from assets under management, assets under administration, shareholder servicing, administration and record-keeping services and investment advisory services. The core principle of the model requires that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The update also requires increased disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In adopting ASU No. 2014-09, the Company may use either a full retrospective or a modified retrospective approach. The update is effective for public business entities for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of this update on its financial statements.

In June 2014, the FASB issued ASU No. 2014-11 Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU No. 2014-11”). ASU No. 2014-11 amends the accounting for entities that enter into repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings. ASU No. 2014-11 requires new footnote disclosures for repurchase agreements and securities lending transactions accounted for as secured borrowings. The accounting changes in ASU 2014-11 are effective for public business entities for the first interim or annual period beginning after December 15, 2014. The disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The Company is currently evaluating the impact of this update on its financial statements.

In August 2014, the FASB issued ASU 2014-15 Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40). The update will require management to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern. If there is substantial doubt about the Company’s ability to continue as a going concern, the Company will be required to disclose that fact, along with managements’ evaluation of the effectiveness of its plan to alleviate that doubt. The update defines substantial doubt as when it is probable that the Company will be unable to

- 16 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






meet its obligations as they become due within one year of the date the financial statements are issued. The assessment and disclosure requirements, if applicable, will be required quarterly. The update is effective for the annual period ending after December 15, 2016, and for interim and annual periods thereafter. The Company does not expect this update to have an impact on the Company’s financial statements.

In November 2014, the FASB issued ASU 2014-17 Pushdown Accounting (Topic 805). The update gives an acquired entity the option of applying pushdown accounting in its stand-alone financial statements when a change in control occurs. The update is effective immediately and will apply to business combinations executed by the Company after November 18, 2014.

3. Related Party Transactions

In the normal course of its business, the Company enters into reinsurance agreements with related parties. Included in the balance sheets are the following amounts related to reinsurance ceded to related parties:
 
 
Year Ended December 31,
 
 
2014
 
2013
Reinsurance receivable
 
$
2,471

 
$
2,624


Included in the statements of income are the following related party amounts:

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Premium income
 
$
(4,713
)
 
$
37,760

 
(7,158
)
Life and other policy benefits
 
(3,004
)
 
(2,395
)
 
(3,673
)

On January 1, 2013, the Company terminated its reinsurance agreement with its affiliate, The Canada Life Assurance Company (“CLAC”), pursuant to which it had ceded certain participating life business on a coinsurance basis.

The Company recorded, at fair value, the following on January 1, 2013, in its balance sheet in connection with the termination of the reinsurance agreement:
Assets
 
Liabilities
Fixed maturities, available-for-sale
 
$
44,104

 
Undistributed earnings on participating business
 
$
7,355

Policy loans
 
6,468

 
Due to parent and affiliates
 
3,841

Reinsurance receivable
 
(42,297
)
 
 
 
 
Investment income due and accrued
 
347

 
 
 
 
Deferred income tax assets, net
 
2,574

 
 
 
 
Total
 
$
11,196

 
Total
 
$
11,196

 
 
 
 
 
 
 
 

- 17 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






The Company recorded the following on January 1, 2013, in its statement of income in connection with the termination of the reinsurance agreement:
Premium income
 
$
42,297

Other revenue
 
7,355

Total
 
49,652

 
 
 
Increase in future policy benefits
 
41,297

Dividends to policyholders
 
1,000

Total
 
42,297

 
 
 
Participating policyholders’ net income
 
7,355

Provision for policyholders’ share of earnings on participating business
 
7,355

Net income available to shareholder
 
$


In the normal course of business the Company enters into agreements with related parties whereby it provides and/or receives record-keeping services and investment advisory services, as well as corporate support services which include general and administrative services, information technology services, and marketing services. The following table presents revenue, expenses incurred and expense reimbursement from related parties for services provided and/or received pursuant to these service agreements. These amounts, in accordance with the terms of the contracts, are based upon estimated costs incurred or resources expended as determined by number of policies, number of participants, certificates in-force, administered assets or other similar drivers.
 
 
 
 
Year Ended December 31,
 
Financial statement line
Description
 
Related party
 
2014
 
2013
 
2012
 
Receives corporate support services.
 
GWL&A and CLAC (1)
 
$
6,947

 
$
6,592

 
$
5,915

 
General insurance expenses
Receives recordkeeping services.
 
FASCore, LLC (2)
 
3,142

 
2,692

 
1,857

 
General insurance expenses
Receives investment advisory.
 
GWL&A
 
(597
)
 
(722
)
 
(623
)
 
Net investment income
Provides recordkeeping services.
 
GWL&A
 
1,981

 
435

 

 
Fee income

(1) An indirect wholly-owned subsidiary of Lifeco
(2) A wholly-owned subsidiary of GWL&A

The following table summarizes amounts due from parent and affiliates:
 
 
 
 
 
 
December 31,
Related party
 
Indebtedness
 
Due date
 
2014
 
2013
Lifeco
 
On account
 
On demand
 
$
2,853

 
$

GWFS Equities, Inc.(1)
 
On account
 
On demand
 
1,445

 
1,218

GWL&A
 
On account
 
On demand
 
154

 

Total
 
 
 
 
 
$
4,452

 
$
1,218


(1) An wholly-owned subsidiary of GWL&A

- 18 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






The following table summarizes amounts due to parent and affiliates:
 
 
 
 
 
 
December 31,
Related party
 
Indebtedness
 
Due date
 
2014
 
2013
CLAC
 
On account
 
On demand
 
$
334

 
$
274

Lifeco
 
On account
 
On demand
 

 
3,234

GWL&A
 
On account
 
On demand
 

 
308

Other related party receivables
 
On account
 
On demand
 
290

 
278

Total
 
 
 
 
 
$
624

 
$
4,094


The Company’s separate accounts invest in shares of Great-West Funds, Inc. and Putnam Funds, which are affiliates of the Company and shares of other non-affiliated mutual funds.  The Company’s separate accounts include mutual funds or other investment options that purchase guaranteed interest annuity contracts issued by GWL&A.  The separate account balances in the accompanying consolidated balance sheets include GWL&A general account investment contracts of $7,219 and $6,295 at December 31, 2014 and 2013, respectively.

In September 2013, GWL&A transferred $24,858 of cash and future policy benefits to the Company. The transfer of cash and future policy benefits relate to contracts with policyholders domiciled in the state of New York that were previously accounted for on the books of GWL&A.

In addition, the Company and GWL&A have an agreement whereby GWL&A has committed to provide financial support related to the maintenance of adequate regulatory surplus and liquidity.

4. Summary of Investments

The following tables summarize fixed maturity investments and equity securities classified as available-for-sale and the non-credit-related component of OTTI in AOCI:
 
 
December 31, 2014
Fixed maturities:

Amortized
cost

Gross unrealized gains

Gross unrealized losses

Estimated fair value and carrying value

OTTI (gain) loss included in AOCI (1)
U.S. government direct
obligations and U.S. agencies
 
$
70,831

 
$
1,760

 
$
259

 
$
72,332

 
$

Obligations of U.S. states
and their subdivisions
 
42,673

 
5,849

 
53

 
48,469

 

Foreign government securities
 
2,455

 

 
4

 
2,451

 

Corporate debt securities
 
566,323

 
23,084

 
2,411

 
586,996

 
(283
)
Asset-backed securities
 
60,448

 
2,239

 
703

 
61,984

 
(1,131
)
Residential mortgage-backed securities
 
22,106

 
781

 
466

 
22,421

 

Commercial mortgage-backed securities
 
37,891

 
1,161

 

 
39,052

 

Total fixed maturities
 
$
802,727

 
$
34,874

 
$
3,896


$
833,705

 
$
(1,414
)
 
 
 
 
 
 
 
 
 
 
 
Equity investments:
 
 
 
 
 
 
 
 
 
 
Fixed income mutual funds
 
$
19

 
$
2

 
$
1

 
$
20

 
$

Equity mutual funds
 
93

 
33

 
5

 
121

 

Balance and asset allocation mutual funds
 
6

 
1

 

 
7

 

Total equity investments
 
$
118

 
$
36

 
$
6

 
$
148

 
$

 
 
 
 
 
 
 
 
 
 
 
(1) Indicates the amount of any OTTI (gain) loss included in AOCI that is included in gross unrealized gains and losses. OTTI (gain) loss included in AOCI, as presented above, includes both the initial recognition of non-credit losses and the effects of subsequent increases and decreases in estimated fair value for those fixed maturity securities with previous non-credit

- 19 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






impairment. The non-credit loss component of OTTI (gain) loss was in an unrealized gain position due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.

 
 
December 31, 2013
Fixed maturities:
 
Amortized
cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Estimated fair value and carrying value
 
OTTI (gain) loss included in AOCI (1)
U.S. government direct
obligations and U.S. agencies
 
$
70,361

 
$
866

 
$
3,167

 
$
68,060

 
$

Obligations of U.S. states
and their subdivisions
 
30,968

 
3,228

 
282

 
33,914

 

Foreign government securities
 
2,617

 

 
14

 
2,603

 

Corporate debt securities
 
454,164

 
13,488

 
9,881

 
457,771

 
(325
)
Asset-backed securities
 
74,909

 
2,409

 
848

 
76,470

 
(1,064
)
Residential mortgage-backed securities
 
26,709

 
580

 
819

 
26,470

 

Commercial mortgage-backed securities
 
13,434

 
580

 
198

 
13,816

 

Total fixed maturities
 
$
673,162

 
$
21,151

 
$
15,209

 
$
679,104

 
$
(1,389
)
 
 
 
 
 
 
 
 
 
 
 
Equity investments:
 
 
 
 
 
 
 
 
 
 
Fixed income mutual funds
 
$
35

 
$
1

 
$
1

 
$
35

 
$

Equity mutual funds
 
152

 
39

 
4

 
187

 

Balance and asset allocation mutual funds
 
23

 
6

 

 
29

 

Total equity investments
 
$
210

 
$
46

 
$
5

 
$
251

 
$

 
 
 
 
 
 
 
 
 
 
 
(1) Indicates the amount of any OTTI (gain) loss included in AOCI that is included in gross unrealized gains and losses. OTTI (gain) loss included in AOCI, as presented above, includes both the initial recognition of non-credit losses and the effects of subsequent increases and decreases in estimated fair value for those fixed maturity securities with previous non-credit impairment. The non-credit loss component of OTTI (gain) loss was in an unrealized gain position due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.

See Note 5 for additional discussion regarding fair value measurements.

The amortized cost and estimated fair value of fixed maturity investments classified as available-for-sale, based on estimated cash flows, are shown in the table below. Actual maturities will likely differ from these projections because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
December 31, 2014
 
Amortized
cost
 
Estimated fair value
Maturing in one year or less
$
23,530

 
$
24,167

Maturing after one year through five years
174,895

 
182,685

Maturing after five years through ten years
264,406

 
273,813

Maturing after ten years
179,599

 
189,651

Mortgage-backed and asset-backed securities
160,297

 
163,389

Total fixed maturities
$
802,727

 
$
833,705

 
 
 
 
Mortgage -backed (commercial and residential) and asset-backed securities include those issued by U.S. government and U.S. agencies.

- 20 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






The following table summarizes information regarding the sales of securities classified as available-for-sale:
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Proceeds from sales
 
$
15,595

 
$
80,975

 
$
134,090

Gross realized gains from sales
 
553

 
2,988

 
3,253

Gross realized losses from sales
 
1

 
42

 
15


Included in net investment income are unrealized gains (losses) of $1,244, $(2,125) and $221 on held for trading fixed maturity investments still held at December 31, 2014, 2013 and 2012, respectively.

Mortgage loans on real estate - The following table summarizes the carrying value of the mortgage loan portfolio by component:
 
December 31,
 
2014
 
2013
Principal
$
97,290

 
$
94,657

Unamortized premium (discount) and fees, net
434

 
595

Mortgage provision allowance
(100
)
 
(100
)
Total mortgage loans
$
97,624

 
$
95,152


The recorded investment of the mortgage loan portfolio categorized as performing was $97,724 and $95,252 as of December 31, 2014 and 2013, respectively.

The following table summarizes activity in the mortgage provision allowance:
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
 
 
Commercial
mortgages
 
Commercial mortgages
 
Commercial mortgages
Beginning balance
 
$
100

 
$
100

 
$
880

Provision increases
 

 
273

 

Charge-off
 

 
(273
)
 

Provision decreases
 

 

 
(780
)
Ending balance
 
$
100

 
$
100

 
$
100

 
 
 
 
 
 
 
Allowance ending balance by basis of impairment method:
 
 
 
 
 
 
Collectively evaluated for impairment
 
$
100

 
$
100

 
$
100

 
 
 
 
 
 
 
Recorded investment balance in the mortgage loan portfolio, gross of allowance, by basis of impairment method:
 
$
97,724

 
$
95,252

 
$
93,602

Individually evaluated for impairment
 
3,980

 
4,178

 
4,985

Collectively evaluated for impairment
 
93,744

 
91,074

 
88,617


Occasionally, the Company elects to grant a concession to a debtor with financial difficulties in an attempt to protect as much of its investment as possible. During the year ended December 31, 2014, there were no loans classified as troubled debt restructuring.
During the year ended December 31, 2013, the Company had two loans, with remaining principal balances of $1,234, classified as troubled debt restructurings. The loan modification on one loan forgave $247 of principal and, subsequent to the concession, the remaining loan balance was paid in full. The loan modifications on the second loan included a reduced interest rate and maturity extension but the Company expects a full recovery.

Securities lending - The Company participates in a securities lending program whereby securities are loaned to third parties. Securities with a cost or amortized cost of $15,252 and $13,169 and estimated fair values of $15,423 and $12,838 were on loan

- 21 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






under the program at December 31, 2014 and 2013, respectively. The Company received restricted cash of $13,741 and $11,177 and a security with a fair value of $2,131 and $2,033 as collateral at December 31, 2014 and 2013, respectively.

Unrealized losses on fixed maturity investments classified as available-for-sale - The following tables summarize unrealized investment losses, including the non-credit-related portion of OTTI losses reported in AOCI, by class of investment:

 
 
December 31, 2014
 
 
Less than twelve months
 
Twelve months or longer
 
Total
Fixed maturities:

Estimated fair value

Unrealized loss and OTTI

Estimated fair value

Unrealized loss and OTTI

Estimated fair value

Unrealized loss and OTTI
U.S. government direct obligations
 and U.S. agencies
 
$

 
$

 
$
29,990

 
$
259

 
$
29,990

 
$
259

Obligations of U.S. states and their
subdivisions
 
3,219

 
53

 

 

 
3,219

 
53

Foreign government securities
 
2,451

 
4

 

 

 
2,451

 
4

Corporate debt securities
 
67,636

 
665

 
48,337

 
1,746

 
115,973

 
2,411

Asset-backed securities
 
5,427

 
174

 
11,389

 
529

 
16,816

 
703

Residential mortgage-backed securities
 
1,365

 
3

 
6,473

 
463

 
7,838

 
466

Total fixed maturities
 
$
80,098

 
$
899

 
$
96,189

 
$
2,997

 
$
176,287

 
$
3,896

 
 
 
 
 
 
 
 
 
 
 
 
 
Total number of securities in an
 
 
 
 
 
 
 
 
 
 
 
 
unrealized loss position
 
 
 
21

 
 
 
25

 
 
 
46


 
 
December 31, 2013
 
 
Less than twelve months
 
Twelve months or longer
 
Total
Fixed maturities:
 
Estimated fair value
 
Unrealized loss and OTTI
 
Estimated fair value
 
Unrealized loss and OTTI
 
Estimated fair value
 
Unrealized loss and OTTI
U.S. government direct obligations
and U.S. agencies
 
$
53,401

 
$
3,167

 
$

 
$

 
$
53,401

 
$
3,167

Obligations of U.S. states and their
subdivisions
 
2,523

 
282

 

 

 
2,523

 
282

Foreign government securities
 
2,604

 
14

 

 

 
2,604

 
14

Corporate debt securities
 
149,452

 
7,673

 
21,535

 
2,208

 
170,987

 
9,881

Asset-backed securities
 
8,955

 
231

 
5,182

 
617

 
14,137

 
848

Residential mortgage-backed securities
 
9,136

 
819

 

 

 
9,136

 
819

Commercial mortgage-backed securities
 
5,742

 
198

 

 

 
5,742

 
198

Total fixed maturities
 
$
231,813

 
$
12,384

 
$
26,717

 
$
2,825

 
$
258,530

 
$
15,209

 
 
 
 
 
 
 
 
 
 
 
 
 
Total number of securities in an
 
 
 
 
 
 
 
 
 
 
 
 
unrealized loss position
 
 
 
65

 
 
 
9

 
 
 
74

 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity investments - Total unrealized losses and OTTI decreased by $11,313 from December 31, 2013 to December 31, 2014. The overall decrease in unrealized losses was due to lower interest rates at December 31, 2014 compared to December 31, 2013 resulting in generally higher valuations of these fixed maturity securities.

Total unrealized losses greater than twelve months increased by $172 from December 31, 2013 to December 31, 2014. Corporate debt securities account for 58%, or $1,746, of the unrealized losses and OTTI greater than twelve months as of December 31, 2014. These securities continue to be rated investment grade. Management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.

- 22 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






Asset-backed and residential mortgage-backed securities account for 33% of unrealized losses and OTTI greater than twelve months as of December 31, 2014. Of the $992 of unrealized losses and OTTI over twelve months on asset-backed and residential mortgage-backed securities, 89%, or $885, are on securities which continue to be rated investment grade. The present value of the cash flows expected to be collected is not less than amortized cost and management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.

See Note 5 for additional discussion regarding fair value measurements.
Other-than-temporary impairment recognition - The OTTI on fixed maturity securities where the loss portion is bifurcated and the credit related component is recognized in realized investment gains (losses) is summarized as follows:

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Beginning balance
 
$
2,133

 
$
2,133

 
$
4,841

Additions:
 
 
 
 
 
 
Initial impairments - credit loss on securities not previously impaired
 

 

 
352

Reductions:
 
 
 
 
 
 
Due to sales, maturities, or payoffs during the period
 

 

 
(3,060
)
Due to increase in cash flows expected to be collected that are recognized over the remaining life of the security
 
(151
)
 

 

Ending balance
 
$
1,982

 
$
2,133

 
$
2,133

Net Investment Income

The following table summarizes net investment income:
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Investment income:
 
 
 
 
 
 
Fixed maturity and short-term investments
 
$
31,851

 
$
26,197

 
$
25,940

Mortgage loans on real estate
 
4,775

 
4,857

 
5,110

Policy loans
 
1,174

 
1,017

 
353

Other
 
40

 
(232
)
 
(186
)
 
 
37,840

 
31,839

 
31,217

Investment expenses
 
(597
)
 
(722
)
 
(623
)
Net investment income
 
$
37,243

 
$
31,117

 
$
30,594

Realized Investment Gains (Losses)

The following table summarizes realized investment gains (losses):

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Realized investment gains (losses):
 
 
 
 
 
 
Fixed maturity and short-term investments
 
$
1,335

 
$
1,795

 
$
3,235

Mortgage loans on real estate
 
75

 
156

 
1,071

Other
 
20

 
83

 
(1
)
Realized investment gains:
 
$
1,430

 
$
2,034

 
$
4,305



- 23 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






Included in net investment income and realized investment gains (losses) are amounts allocable to the participating fund account. This allocation is based upon the activity in a specific block of investments that is segmented for the benefit of the participating fund account. The amounts of net investment income allocated to the participating fund account were $4,468, $4,176 and $3,165 for the years ended December 31, 2014, 2013 and 2012, respectively. The amounts of realized investment gains (losses) allocated to the participating fund account were $397, $(327) and $503 for the years ended December 31, 2014, 2013 and 2012, respectively.

5. Fair Value Measurements

Recurring fair value measurements

The following tables present the Company’s financial assets and liabilities carried at fair value on a recurring basis by fair value hierarchy category:
 
Assets and liabilities measured at fair value on a recurring basis
 
December 31, 2014
 
 
Quoted 
prices in active markets for identical assets
 
Significant other
observable inputs
 
Significant
unobservable
inputs
 
 
Assets:
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
Fixed maturities available-for-sale:
 
 
 
 
 
 
 
 
U.S. government direct obligations
 
 
 
 
 
 
 
 
and U.S. agencies
 
$

 
$
72,332

 
$

 
$
72,332

Obligations of U.S. states and
 
 
 
 
 
 
 
 
their subdivisions
 

 
48,469

 

 
48,469

Foreign government securities
 

 
2,451

 

 
2,451

Corporate debt securities
 

 
586,996

 

 
586,996

Asset-backed securities
 

 
61,984

 

 
61,984

Residential mortgage-backed securities
 

 
22,421

 

 
22,421

Commercial mortgage-backed securities
 

 
39,052

 

 
39,052

Total fixed maturities available-for-sale
 

 
833,705

 

 
833,705

Fixed maturities held for trading:
 
 
 
 
 
 
 
 
U.S. government direct obligations
 
 
 
 
 
 
 
 
and U.S. agencies
 

 
6,820

 

 
6,820

Corporate debt securities
 

 
3,245

 

 
3,245

Commercial mortgage-backed securities
 

 
1,091

 

 
1,091

Total fixed maturities held for trading
 

 
11,156

 

 
11,156

Equity investments available-for-sale
 
 
 
 
 
 
 
 
Fixed income mutual funds
 

 
20

 

 
20

Equity mutual funds
 

 
121

 

 
121

Balanced and asset allocation mutual funds
 

 
7

 

 
7

Total equity investments available-for-sale
 

 
148

 

 
148

Short-term investments available-for-sale
 
13,807

 
10,000

 

 
23,807

Collateral under securities lending agreements
 
13,741

 

 

 
13,741

Separate account assets
 
598,156

 
1,168

 

 
599,324

Total assets
 
$
625,704

 
$
856,177

 
$

 
$
1,481,881

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Payable under securities lending agreement
 
$
13,741

 
$

 
$

 
$
13,741



- 24 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






 
Assets and liabilities measured at fair value on a recurring basis
 
December 31, 2013
 
 
Quoted 
prices in active markets for identical assets
 
Significant other
observable inputs
 
Significant
unobservable
inputs
 
 
Assets:
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
Fixed maturities available-for-sale:
 
 
 
 
 
 
 
 
U.S. government direct obligations
 
 
 
 
 
 
 
 
and U.S. agencies
 
$

 
$
68,060

 
$

 
$
68,060

Obligations of U.S. states and
 
 
 
 
 
 
 
 
their subdivisions
 

 
33,914

 

 
33,914

Foreign government securities
 

 
2,603

 

 
2,603

Corporate debt securities
 

 
457,771

 

 
457,771

Asset-backed securities
 

 
72,479

 
3,991

 
76,470

Residential mortgage-backed securities
 

 
26,470

 

 
26,470

Commercial mortgage-backed securities
 

 
13,816

 

 
13,816

Total fixed maturities available-for-sale
 

 
675,113

 
3,991

 
679,104

Fixed maturities held for trading:
 
 
 
 
 
 
 
 
U.S. government direct obligations
 
 
 
 
 
 
 
 
and U.S. agencies
 

 
61,392

 

 
61,392

Corporate debt securities
 

 
3,153

 

 
3,153

Commercial mortgage-backed securities
 

 
1,026

 

 
1,026

Total fixed maturities held for trading
 

 
65,571

 

 
65,571

Equity investments available-for-sale
 
 
 
 
 
 
 
 
Fixed income mutual funds
 

 
35

 
 
 
35

Equity mutual funds
 

 
187

 
 
 
187

Balanced and asset allocation mutual funds
 

 
29

 
 
 
29

Total equity investments available-for-sale
 

 
251

 

 
251

Short-term investments available-for-sale
 
18,778

 
8,000

 

 
26,778

Collateral under securities lending agreements
 
11,177

 

 

 
11,177

Separate account assets
 
541,267

 
1,117

 

 
542,384

Total assets
 
$
571,222

 
$
750,052

 
$
3,991

 
$
1,325,265

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Payable under securities lending agreement
 
$
11,177

 
$

 
$

 
$
11,177


The methods and assumptions used to estimate the fair value of the Company’s financial assets and liabilities carried at fair value on a recurring basis are as follows:

Fixed maturity and equity investments

The fair values for fixed maturity and equity investments are based upon market prices from independent pricing services. In cases where market prices are not readily available, fair values are estimated by the Company. To determine estimated fair value for these instruments, the Company generally utilizes discounted cash flow models with market observable pricing inputs such as spreads, average life and credit quality. Fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty.


- 25 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






Short-term investments and securities lending agreements

The amortized cost of short-term investments, collateral under securities lending agreements and payable under securities lending agreements is a reasonable estimate of fair value due to their short-term nature and high credit quality of the issuers.

Separate account assets

Separate account assets include investments in mutual fund securities. Mutual funds are recorded at net asset value, which approximates fair value, on a daily basis.

Assets measured at fair value using significant unobservable inputs (Level 3)

The following tables present additional information about assets measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:
 
 
Recurring Level 3 financial assets
 
 
Year Ended December 31, 2014
 
 
Fixed maturities available-for-sale


Asset-backed securities
Balance, January 1, 2014
 
$
3,991

Transfers out of Level 3 (1)
 
(3,991
)
Balance, December 31, 2014
 
$

Total gains (losses) for the period included in net income
 

attributable to the change in unrealized gains and losses relating
 
 
to assets held at December 31, 2014
 
$


(1) Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors and internal models.

 
 
Recurring Level 3 financial assets
 
 
Year Ended December 31, 2013
 
 
Fixed maturities available-for-sale
 
 
Asset-backed securities
Balance, January 1, 2013
 
$
4,829

Realized and unrealized gains (losses) included in:
 
 
Other comprehensive income (loss)
 
342

Settlements
 
(1,180
)
Balance, December 31, 2013
 
$
3,991

Total gains (losses) for the period included in net income
 
 
attributable to the change in unrealized gains and losses relating
 
 
to assets held at December 31, 2013
 
$




- 26 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






 
 
Recurring Level 3 financial assets
 
 
Year Ended December 31, 2012
 
 
Fixed maturities available-for-sale
 
 
 
 
Corporate debt securities
 
Asset-backed securities
 
Total
Balance, January 1, 2012
 
$
1,434


$
5,545


$
6,979

Realized and unrealized gains (losses) included in:
 
 
 
 
 
 
Net income
 
21




21

Other comprehensive income (loss)
 
(2
)

414


412

Sales
 
(104
)



(104
)
Settlements
 
(92
)

(1,130
)

(1,222
)
Transfers out of Level 3 (1)
 
(1,257
)



(1,257
)
Balance, December 31, 2012
 
$


$
4,829


$
4,829

Total gains (losses) for the period included in net income
 
 
 
 
 
 
attributable to the change in unrealized gains and losses
 
 
 
 
 
 
relating to assets held at December 31, 2012
 
$


$


$


(1) Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors and internal models.

The following table presents significant unobservable inputs used during the valuation of certain assets categorized within Level 3 of the recurring fair value measurements table:
 
 
December 31, 2013
 
 
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Weighted Average
Fixed maturities available-for-sale:
 
 
 
 
 
 
 
 
Asset-backed securities (1)
 
$
3,991

 
Internal model pricing
 
Prepayment speed assumption
 
7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Constant default rate assumption
 
4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted ABX Index spread assumption (2)
 
467


(1) Includes home improvement loans only.
(2) Includes an internally calculated liquidity premium adjustment of 217.

At December 31, 2013, after adjusting the ABX Index spread assumption by the liquidity premium, the overall discount rate ranged from 373 to 647 basis points. The constant default rate assumption ranged from 2.1 to 4.6.

The significant unobservable inputs used in the fair value measurement of asset-backed securities are prepayment speed assumptions, constant default rate assumptions and the ABX Index spread adjusted by an internally calculated liquidity premium with the primary inputs being the constant default rate assumption and the adjusted ABX Index spread assumption. As the constant default rate assumption or the adjusted ABX Index spread assumption decreases, the price and therefore, the fair value, of the securities increases.


- 27 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






Fair value of financial instruments

The following tables summarize the carrying amounts and estimated fair values of the Company’s financial instruments not carried at fair value on a recurring basis:

 
 
December 31, 2014
 
December 31, 2013
Assets
 
Carrying amount

Estimated fair value
 
Carrying amount
 
Estimated fair value
Mortgage loans on real estate
 
$
97,624

 
$
104,530

 
$
95,152

 
$
98,503

Policy loans
 
24,149

 
24,149

 
23,127

 
23,127

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Annuity contract benefits without
 
 
 
 
 
 
 
 
life contingencies
 
$
390,223

 
$
381,203

 
$
377,020

 
$
367,432

Policyholders’ funds
 
2,457

 
2,457

 
2,188

 
2,188


The methods and assumptions used to estimate the fair value of financial instruments not carried at fair value on a recurring basis are summarized as follows:

Mortgage loans on real estate

Mortgage loan fair value estimates are generally based on discounted cash flows. A discount rate matrix is used where the discount rate valuing a specific mortgage generally corresponds to that mortgage’s remaining term and credit quality. Management believes the discount rate used is comparable to the credit, interest rate, term, servicing costs and risks of loans similar to the portfolio loans that the Company would make today given its internal pricing strategy. The estimated fair value was classified as Level 2.

Policy loans

Policy loans are funds provided to policyholders in return for a claim on the policy. The funds provided are limited to the cash surrender value of the underlying policy. The nature of policy loans is to have a negligible default risk as the loans are fully collateralized by the value of the policy. Policy loans do not have a stated maturity and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of repayments, the Company believes the fair value of policy loans approximates their carrying value. The estimated fair value is classified as Level 2.

Annuity contract benefits without life contingencies

The estimated fair value of annuity contract benefits without life contingencies is estimated by discounting the projected expected cash flows to the maturity of the contracts utilizing risk-free spot interest rates plus a provision for the Company’s credit risk. The estimated fair value was classified as Level 2.

Policyholders’ funds

The carrying amount of policyholders’ funds approximates the fair value since the Company can change the interest credited rates with 30 days notice. The estimated fair value was classified as Level 2.

6. Reinsurance

In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage, quota share, yearly renewable term and coinsurance contracts.  On existing business, the Company retains a maximum of $250 of coverage per individual life. For new term life insurance policies, the Company retains 100% of the first $50 of coverage per individual life and 50% of coverage in excess of $50 up to a maximum retention of $250 per individual life.  For new business-owned life insurance policies, the Company

- 28 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






retains 100% of the first $250 per individual life.  New term and business-owned life insurance policies are reinsured to GWL&A. The Company does not assume business under reinsurance agreements.

Ceded reinsurance contracts do not relieve the Company from its obligations to policyholders. The failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At December 31, 2014 and 2013, the reinsurance receivables had carrying values in the amounts of $4,519 and $5,495, respectively. Included in these amounts are $2,471 and $2,624 at December 31, 2014 and 2013, respectively, associated with reinsurance agreements with related parties. At December 31, 2014 and 2013, 28% and 14%, respectively, of the total reinsurance receivable was due from GWL&A. In addition, 27% and 24%, respectively, of the total reinsurance receivable was due from CLAC at December 31, 2014 and 2013.

The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2014:


Written and
earned direct

Reinsurance
ceded

Net
Life insurance in-force:
 
 
 
 
 
 
Individual
 
$
3,334,623

 
$
(1,739,173
)
 
$
1,595,450

 
 
 
 
 
 
 
Premium income:
 
 
 
 
 
 
Life insurance
 
$
20,802

 
$
(7,347
)
 
$
13,455

The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2013:


Written and
earned direct

Reinsurance
ceded

Net
Life insurance in-force:
 
 
 
 
 
 
Individual
 
$
3,413,560

 
$
(1,839,552
)
 
$
1,574,008

 
 
 
 
 
 
 
Premium income:
 
 
 
 
 
 
Life insurance (1)
 
$
17,836

 
$
35,069

 
$
52,905

(1) Reinsurance ceded premium income includes the impact from the termination of the reinsurance agreement with CLAC. See Note 3 for additional discussion regarding the transaction.

The following tables summarize total premium income for the year ended December 31, 2012:

 
 
Written and
earned direct
 
Reinsurance
ceded
 
Net
Premium income:
 
 
 
 
 
 
Life insurance
 
$
18,541

 
$
(9,694
)
 
$
8,847


Reinsurance recoveries for life and other policy benefits were $4,976, $3,879 and $4,871 for the years ended December 31, 2014, 2013 and 2012, respectively.


- 29 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






7. Deferred Acquisition Costs

The following table summarizes activity in DAC:
 
 
2014
 
2013
 
2012
Balance, January 1,
 
$
12,761

 
$
7,032

 
$
6,195

Capitalized additions
 
6,248

 
3,574

 
4,660

Amortization and writedowns
 
(1,184
)
 
(608
)
 
(2,379
)
Unrealized investment (gains) losses
 
(2,344
)
 
2,763

 
(1,444
)
Balance, December 31,
 
$
15,481

 
$
12,761

 
$
7,032


8. Stockholder’s Equity and Dividend Restrictions

At December 31, 2014 and 2013, the Company had 10,000 shares of $1,000 par value common stock authorized, 2,500 of which were issued and outstanding at both dates.

The Company’s net income and capital and surplus, as determined in accordance with statutory accounting principles and practices as prescribed by the National Association of Insurance Commissioners (“NAIC”), is as follows:
 
 
Year Ended December 31,
 
 
 
December 31,
 
 
2014
 
2013
 
2012
 
 
 
2014
 
2013
Net income (loss)
 
$
1,510

 
$
(4,477
)
 
$
4,505

 
Capital and surplus
 
$
82,864

 
$
79,530


Regulatory compliance is determined by a ratio of a company’s total adjusted capital (“TAC”) to its authorized control level risk-based capital (“ACL”), as determined in accordance with statutory accounting principles and practices as prescribed by the NAIC.  Companies below specific trigger points or ratios are classified within certain levels, each of which requires specified corrective action. The minimum level of TAC before corrective action commences is 200% of ACL.  The Company’s risk-based capital ratio was in excess of the required amount as of December 31, 2014.

Dividends are paid as determined by the Board of Directors, subject to restrictions as discussed below.

As an insurance company domiciled in the State of New York, the Company is required to maintain a minimum of $2,250 of capital and surplus. In addition, the maximum amount of dividends which can be paid to stockholders by insurance companies domiciled in the State of New York, without prior approval of the Superintendent, is subject to restrictions relating to statutory capital and surplus and statutory net gain from operations. As filed with the New York State Department of Financial Services, statutory capital and surplus and net gain from operations at and for the year ended December 31, 2014 were $82,864 and $2,842, respectively. Based on the as filed amounts, the Company may pay an amount less than $2,842 of dividends during the year ended December 31, 2015 without the approval of the New York Superintendent of Financial Services. Prior to any payments of dividends, the Company seeks approval from the Superintendent.


- 30 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






9. Other Comprehensive Income

The following tables present the accumulated balances for each classification of other comprehensive income (loss):

 
 
Year Ended December 31, 2014
 
 
Unrealized holding gains / losses arising on fixed maturities, available-for-sale
 
Future policy benefits and DAC adjustments
 
Total
Balances, January 1, 2014
 
$
4,483

 
$
(2,224
)
 
$
2,259

Other comprehensive income (loss) before reclassifications
 
13,508

 
(2,938
)
 
10,570

Amounts reclassified from AOCI
 
(175
)
 

 
(175
)
Net current period other comprehensive income (loss)
 
13,333

 
(2,938
)
 
10,395

Balances, December 31, 2014
 
$
17,816

 
$
(5,162
)
 
$
12,654


 
 
Year Ended December 31, 2013
 
 
Unrealized holding gains / losses arising on fixed maturities, available-for-sale
 
Future policy benefits and DAC adjustments
 
Total
Balances, January 1, 2013
 
$
22,426

 
$
(5,346
)
 
$
17,080

Other comprehensive income (loss) before reclassifications
 
(16,206
)
 
3,122

 
(13,084
)
Amounts reclassified from AOCI
 
(1,737
)
 

 
(1,737
)
Net current period other comprehensive income (loss)
 
(17,943
)
 
3,122

 
(14,821
)
Balances, December 31, 2013
 
$
4,483

 
$
(2,224
)
 
$
2,259


 
 
Year Ended December 31, 2012
 
 
Unrealized holding gains / losses arising on fixed maturities, available-for-sale
 
Future policy benefits and DAC adjustments
 
Total
Balances, January 1, 2012
 
$
11,174

 
$
(1,381
)
 
$
9,793

Other comprehensive income (loss) before reclassifications
 
13,128

 
(3,965
)
 
9,163

Amounts reclassified from AOCI
 
(1,876
)
 

 
(1,876
)
Net current period other comprehensive income (loss)
 
11,252

 
(3,965
)
 
7,287

Balances, December 31, 2012
 
$
22,426

 
$
(5,346
)
 
$
17,080



- 31 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






The following tables present the composition of other comprehensive income (loss):

 
 
Year Ended December 31, 2014
 
 
Before-tax amount
 
Tax (expense) benefit
 
Net-of-tax amount
 
 
 
 
 
 
 
Unrealized holding gains (losses) arising on fixed maturities, available-for-sale
 
$
20,782

 
$
(7,274
)
 
$
13,508

Reclassification adjustment for (gains) losses realized in net income
 
(269
)
 
94

 
(175
)
Net unrealized gains (losses) related to investments
 
20,513

 
(7,180
)
 
13,333

Future policy benefits and DAC adjustments
 
(4,520
)
 
1,582

 
(2,938
)
Net unrealized gains (losses)
 
15,993

 
(5,598
)
 
10,395

Other comprehensive income (loss)
 
$
15,993

 
$
(5,598
)
 
$
10,395


 
 
Year Ended December 31, 2013
 
 
Before-tax amount
 
Tax (expense) benefit
 
Net-of-tax amount
Unrealized holding gains (losses) arising on fixed maturities, available-for-sale
 
$
(24,933
)
 
$
8,727

 
$
(16,206
)
Reclassification adjustment for (gains) losses realized in net income
 
(2,672
)
 
935

 
(1,737
)
Net unrealized gains (losses) related to investments
 
(27,605
)
 
9,662

 
(17,943
)
Future policy benefits and DAC adjustments
 
4,805

 
(1,683
)
 
3,122

Net unrealized gains (losses)
 
(22,800
)
 
7,979

 
(14,821
)
Other comprehensive income (loss)
 
$
(22,800
)
 
$
7,979

 
$
(14,821
)

 
 
Year Ended December 31, 2012
 
 
Before-tax amount
 
Tax (expense) benefit
 
Net-of-tax amount
Unrealized holding gains (losses) arising on fixed maturities, available-for-sale
 
$
20,197

 
$
(7,069
)
 
$
13,128

Reclassification adjustment for (gains) losses realized in net income
 
(2,886
)
 
1,010

 
(1,876
)
Net unrealized gains (losses) related to investments
 
17,311

 
(6,059
)
 
11,252

Future policy benefits and DAC adjustments
 
(6,100
)
 
2,135

 
(3,965
)
Net unrealized gains (losses)
 
11,211

 
(3,924
)
 
7,287

Other comprehensive income (loss)
 
$
11,211

 
$
(3,924
)
 
$
7,287


The following table presents the reclassifications out of accumulated other comprehensive income (loss):

 
 
Year Ended December 31,
 
 
 
 
2014
 
2013
 
 
Details about accumulated other
comprehensive income (loss) components
 
Amount reclassified from accumulated other comprehensive income (loss)
 
Affected line item in the statement where net income is presented
Unrealized holdings (gains) losses arising on fixed maturities, available-for-sale
 
$
(269
)
 
$
(2,672
)
 
Other realized investment (gains) losses, net
 
 
(269
)
 
(2,672
)
 
Total before tax
 
 
(94
)
 
(935
)
 
Tax expense
 
 
 
 
 
 
 
Total reclassification for the period
 
$
(175
)
 
$
(1,737
)
 
Net of tax
10. General Insurance Expenses
The following table summarizes the significant components of general insurance expenses:

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Commissions
 
$
11,759

 
$
7,979

 
$
7,517

Compensation
 
6,732

 
6,552

 
5,378

Other (1)
 
401

 
2,896

 
(10
)
Total general insurance expenses
 
$
18,892

 
$
17,427

 
$
12,885


(1) Other general insurance expense includes capitalized additions to DAC, guaranty fund assessments and other regulatory fees and assessments.

11. Income Taxes
The provision for income taxes is comprised of the following:
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Current
 
$
1,849

 
$
5,168

 
$
2,402

Deferred
 
2,296

 
(3,099
)
 
58

Total income tax provision
 
$
4,145

 
$
2,069

 
$
2,460


The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective income tax rate:
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Statutory federal income tax rate
 
35.0
 %
 
35.0
%
 
35.0
 %
Income tax effect of:
 
 
 
 
 
 
State income taxes net of federal benefit
 
0.0
 %
 
8.7
%
 
2.8
 %
Provision for participating policies
 
0.0
 %
 
0.0
%
 
(9.2
)%
Other, net
 
(1.4
)%
 
0.4
%
 
(1.3
)%
Effective income tax rate
 
33.6
 %
 
44.1
%
 
27.3
 %


- 32 -


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Notes to Financial Statements
(Dollars in Thousands, Except Share Amounts)






Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities. The tax effect of temporary differences, which give rise to the deferred tax assets and liabilities, is as follows:
 
 
December 31,
 
 
2014
 
2013
 
 
Deferred
tax asset

Deferred
tax liability
 
Deferred
tax asset
 
Deferred
tax liability
Policyholder reserves
 
$
4,882

 
$

 
$
5,216

 
$

Deferred acquisition costs
 
1,398

 

 
987

 

Investment assets
 

 
11,499

 

 
2,269

Policyholder dividends
 
1,120

 

 
1,050

 

Guarantee fund accrual
 

 

 
185

 

Deferred director’s fees
 
336

 

 
340

 

Earnings on participating business
 
7,017

 

 
5,802

 

Other
 
50

 

 

 
115

Total deferred taxes
 
$
14,803

 
$
11,499

 
$
13,580

 
$
2,384


The deferred tax liability amounts presented for investment assets above include $6,813 and $897 related to the unrealized (gains) losses on the Company’s fixed maturity and equity investments, which are classified as available-for-sale at December 31, 2014 and 2013, respectively.

The Company and its ultimate U.S. parent, Lifeco U.S., have entered into an income tax allocation agreement whereby Lifeco U.S. files a consolidated federal income tax return. Under the agreement, these companies are responsible for and will receive the benefits of any income tax liability or benefit computed on a separate tax return basis.

The Company files income tax returns in the U.S. federal jurisdiction and various states. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations by tax authorities for years 2010 and prior. Tax years 2011 through 2013 are open to federal examination by the Internal Revenue Service. The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state or local audits.

Included in due from parent and affiliates at December 31, 2014 is $2,853 of income taxes receivable from affiliates related to the consolidated income tax return filed by GWL&A and certain subsidiaries. Included in due to parent and affiliates at December 31, 2013 is $3,234 of income taxes payable to affiliates related to the consolidated income tax return filed by GWL&A and certain subsidiaries. Included in the balance sheet at December 31, 2014 and 2013 is zero and $143, respectively, of income taxes receivable in other assets primarily related to the separate state income tax returns filed by the Company.

12. Commitments and Contingencies

From time to time, the Company may be threatened with, or named as a defendant in, lawsuits, arbitrations, and administrative claims. Any such claims that are decided against the Company could harm the Company’s business. The Company is also subject to periodic regulatory audits and inspections which could result in fines or other disciplinary actions. Unfavorable outcomes in such matters may result in a material impact on the Company's financial position, results of operations or cash flows.

The Company makes commitments to fund investments in the normal course of its business. The amounts of these unfunded commitments at December 31, 2014 and 2013 were $6,000 and $4,000, respectively, all of which is due within one year from the dates indicated.

13. Subsequent Event

Management has evaluated subsequent events for potential recognition or disclosure in the Company’s financial statements through March 31, 2015, the date on which the Company’s financial statements were issued. No subsequent event has occurred requiring its recognition or disclosure in the Company’s financial statements.

- 33 -
 
















 
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York
Annual Report for the Year Ended
December 31, 2014 and Report of Independent Registered Public Accounting Firm


 







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Contract Owners of
Variable Annuity-1 Series Account
and the Board of Directors of
Great-West Life & Annuity Insurance Company of New York
We have audited the accompanying statements of assets and liabilities of each of the investment divisions which comprise Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York (the “Series Account”) as listed in Appendix A as of December 31, 2014, and the related statements of operations, the statements of changes in net assets, and the financial highlights in Note 4 for the periods presented. These financial statements and financial highlights are the responsibility of the Series Account’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Series Account is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Series Account's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the mutual fund companies; where replies were not received from mutual fund companies, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the investment divisions constituting the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York as of December 31, 2014, the results of their operations, the changes in their net assets, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
April 6, 2015







VARIABLE ANNUITY-1 SERIES ACCOUNT OF GREAT-WEST LIFE
& ANNUITY INSURANCE COMPANY OF NEW YORK

APPENDIX A
 
ALGER LARGE CAP GROWTH PORTFOLIO
ALGER MID CAP GROWTH PORTFOLIO
ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO
ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO
AMERICAN CENTURY INVESTMENTS VP BALANCED FUND
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
BLACKROCK GLOBAL ALLOCATION VI FUND
COLUMBIA VARIABLE PORTFOLIO - MARSICO 21ST CENTURY FUND
COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
DELAWARE VIP EMERGING MARKETS SERIES
DELAWARE VIP SMALL CAP VALUE SERIES
DELAWARE VIP SMID CAP GROWTH SERIES
DEUTSCHE CAPITAL GROWTH VIP
DEUTSCHE CORE EQUITY VIP
DEUTSCHE LARGE CAP VALUE VIP
DEUTSCHE SMALL CAP INDEX VIP
DEUTSCHE SMALL MID CAP VALUE VIP
DREYFUS IP MIDCAP STOCK PORTFOLIO
DREYFUS VIF APPRECIATION PORTFOLIO
DREYFUS VIF GROWTH AND INCOME PORTFOLIO
FEDERATED FUND FOR US GOVERNMENT SECURITIES II
FEDERATED MANAGED TAIL RISK FUND II
FEDERATED MANAGED VOLATILITY FUND II
FRANKLIN SMALL CAP VALUE SECURITIES FUND
GREAT-WEST SECUREFOUNDATION BALANCED FUND
INVESCO V.I. COMSTOCK FUND
INVESCO V.I. CORE EQUITY FUND
INVESCO V.I. GROWTH & INCOME FUND
INVESCO V.I. HIGH YIELD FUND
INVESCO V.I. INTERNATIONAL GROWTH FUND
INVESCO V.I. MID CAP CORE EQUITY FUND



VARIABLE ANNUITY-1 SERIES ACCOUNT OF GREAT-WEST LIFE
& ANNUITY INSURANCE COMPANY OF NEW YORK

APPENDIX A (Continued)
 
INVESCO V.I. SMALL CAP EQUITY FUND
INVESCO V.I. TECHNOLOGY FUND
JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES
JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
JANUS ASPEN GLOBAL RESEARCH PORTFOLIO
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
JANUS ASPEN JANUS PORTFOLIO
JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES
JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
LVIP BARON GROWTH OPPORTUNITIES FUND
MFS INTERNATIONAL VALUE PORTFOLIO
MFS UTILITIES SERIES
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
NVIT MID CAP INDEX FUND
OPPENHEIMER GLOBAL FUND/VA
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA
OPPENHIEMER INTERNATIONAL GROWTH FUND/VA
PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO
PIMCO VIT HIGH YIELD PORTFOLIO
PIMCO VIT LOW DURATION PORTFOLIO
PIMCO VIT TOTAL RETURN PORTFOLIO
PIONEER EMERGING MARKETS VCT PORTFOLIO
PIONEER FUND VCT PORTFOLIO
PIONEER MID CAP VALUE VCT PORTFOLIO
PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO
PUTNAM VT AMERICAN GOVERNMENT INCOME FUND
PUTNAM VT EQUITY INCOME FUND
PUTNAM VT GLOBAL HEALTH CARE FUND
PUTNAM VT INVESTORS FUND
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
SCHWAB MARKETTRACK GROWTH PORTFOLIO II
SCHWAB MONEY MARKET PORTFOLIO
SCHWAB S&P 500 INDEX PORTFOLIO
SENTINEL VARIABLE PRODUCTS BOND FUND
SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND



VARIABLE ANNUITY-1 SERIES ACCOUNT OF GREAT-WEST LIFE
& ANNUITY INSURANCE COMPANY OF NEW YORK

APPENDIX A (Concluded)
 
SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO
TEMPLETON FOREIGN VIP FUND
TEMPLETON GLOBAL BOND VIP FUND
THIRD AVENUE VALUE PORTFOLIO
TOUCHSTONE VST MID CAP GROWTH FUND
UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO
VAN ECK VIP GLOBAL HARD ASSETS FUND
VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND
VANGUARD VIF MID-CAP INDEX PORTFOLIO
VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO
WELLS FARGO ADVANTAGE VT DISCOVERY FUND
WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND
WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND




VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

ALGER LARGE CAP GROWTH PORTFOLIO

ALGER MID CAP GROWTH PORTFOLIO

ALLIANCE-BERNSTEIN VPS GROWTH AND INCOME PORTFOLIO

ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO

ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO

ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
 
 












ASSETS:












 
Investments at fair value (1)
$
1,252,478

$
306,388

$
54,134

$
74,731

$
326,983

$
136,848

 
Investment income due and accrued

1











 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York









2,614



 
 












 
   Total assets

1,252,479


306,388


54,134


74,731


329,597


136,848

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

144


34


6


10


39


17

 
 












 
   Total liabilities

144


34


6


10


39


17

 
 












NET ASSETS
$
1,252,335

$
306,354

$
54,128

$
74,721

$
329,558

$
136,831

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
1,252,335

$
306,354

$
54,128

$
74,721

$
310,912

$
136,831

 
Contracts in payout phase









18,646



 
 












NET ASSETS
$
1,252,335

$
306,354

$
54,128

$
74,721

$
329,558

$
136,831

 
 












ACCUMULATION UNITS OUTSTANDING

48,363


16,399


3,300


4,630


22,314


18,653

 
 












UNIT VALUE (ACCUMULATION)
$
25.89

$
18.68

$
16.40

$
16.14

$
13.93

$
7.34

 
 












(1
)
Cost of investments:
$
1,072,994

$
185,292

$
23,500

$
49,612

$
285,314

$
146,679

 
Shares of investments:

21,319


15,459


1,802


2,168


17,173


10,114



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO

ALLIANCE-BERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO

AMERICAN CENTURY INVESTMENTS VP BALANCED FUND

AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND

AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND

AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND
 
 












ASSETS:












 
Investments at fair value (1)
$
374,854

$
270,364

$
731,659

$
70,712

$
159,258

$
252,059

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York





4,348







 
 












 
   Total assets

374,854


270,364


736,007


70,712


159,258


252,059

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

38


30


82


6


18


27

 
 












 
   Total liabilities

38


30


82


6


18


27

 
 












NET ASSETS
$
374,816

$
270,334

$
735,925

$
70,706

$
159,240

$
252,032

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
374,816

$
270,334

$
713,591

$
70,706

$
159,240

$
252,032

 
Contracts in payout phase





22,334







 
 












NET ASSETS
$
374,816

$
270,334

$
735,925

$
70,706

$
159,240

$
252,032

 
 












ACCUMULATION UNITS OUTSTANDING

23,748


14,385


39,816


4,718


8,573


10,827

 
 












UNIT VALUE (ACCUMULATION)
$
15.78

$
18.79

$
17.92

$
14.99

$
18.57

$
23.28

 
 












(1
)
Cost of investments:
$
430,353

$
248,850

$
674,837

$
41,255

$
143,922

$
234,359

 
Shares of investments:

37,485


12,317


91,802


6,994


15,958


12,698




The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

AMERICAN CENTURY INVESTMENTS VP VALUE FUND

BLACKROCK GLOBAL ALLOCATION VI FUND

COLUMBIA VARIABLE PORTFOLIO - MARSICO 21ST CENTURY FUND

COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND

COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND

DELAWARE VIP EMERGING MARKETS SERIES
 
 












ASSETS:












 
Investments at fair value (1)
$
1,767,761

$
99,868

$
106,333

$
347,279

$
11,480

$
3,417

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York












 
 












 
   Total assets

1,767,761


99,868


106,333


347,279


11,480


3,417

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

202


11


11


40


1



 
 












 
   Total liabilities

202


11


11


40


1



 
 












NET ASSETS
$
1,767,559

$
99,857

$
106,322

$
347,239

$
11,479

$
3,417

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
1,767,559

$
99,857

$
106,322

$
347,239

$
11,479

$
3,417

 
Contracts in payout phase












 
 












NET ASSETS
$
1,767,559

$
99,857

$
106,322

$
347,239

$
11,479

$
3,417

 
 












ACCUMULATION UNITS OUTSTANDING

81,704


9,935


7,391


22,887


514


366

 
 












UNIT VALUE (ACCUMULATION)
$
21.63

$
10.05

$
14.39

$
15.17

$
22.33

$
9.34

 
 












(1
)
Cost of investments:
$
1,214,926

$
109,513

$
97,493

$
303,942

$
10,372

$
3,391

 
Shares of investments:

187,860


6,153


6,168


11,934


626


175



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

DELAWARE VIP SMALL CAP VALUE SERIES

DELAWARE VIP SMID CAP GROWTH SERIES

DEUTSCHE CAPITAL GROWTH VIP

DEUTSCHE CORE EQUITY VIP

DEUTSCHE LARGE CAP VALUE VIP

DEUTSCHE SMALL CAP INDEX VIP
 
 












ASSETS:












 
Investments at fair value (1)
$
464,199

$
189,504

$
760,255

$
147,500

$
454,543

$
940,895

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York







4,414





 
 












 
   Total assets

464,199


189,504


760,255


151,914


454,543


940,895

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

51


22


84


17


54


99

 
 












 
   Total liabilities

51


22


84


17


54


99

 
 












NET ASSETS
$
464,148

$
189,482

$
760,171

$
151,897

$
454,489

$
940,796

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
464,148

$
189,482

$
760,171

$
129,225

$
454,489

$
940,796

 
Contracts in payout phase







22,672





 
 












NET ASSETS
$
464,148

$
189,482

$
760,171

$
151,897

$
454,489

$
940,796

 
 












ACCUMULATION UNITS OUTSTANDING

17,707


9,002


44,610


7,944


27,280


44,474

 
 












UNIT VALUE (ACCUMULATION)
$
26.21

$
21.05

$
17.04

$
16.27

$
16.66

$
21.15

 
 












(1
)
Cost of investments:
$
393,752

$
179,176

$
552,848

$
116,889

$
356,267

$
830,032

 
Shares of investments:

11,539


6,275


25,384


11,560


26,153


54,324



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

DEUTSCHE SMALL MID CAP VALUE VIP

DREYFUS IP MIDCAP STOCK PORTFOLIO

DREYFUS VIF APPRECIATION PORTFOLIO

DREYFUS VIF GROWTH AND INCOME PORTFOLIO

FEDERATED FUND FOR US GOVERNMENT SECURITIES II

FEDERATED MANAGED TAIL RISK FUND II
 
 












ASSETS:












 
Investments at fair value (1)
$
267,767

$
66,846

$
557,861

$
68,170

$
3,210,500

$
100,241

 
Investment income due and accrued





2,649


127





 
Receivable for investments sold





206




459



 
Due from Great-West Life & Annuity Insurance Company of New York









2,274



 
 












 
   Total assets

267,767


66,846


560,716


68,297


3,213,233


100,241

 
 












LIABILITIES:












 
Redemptions payable





206




459



 
Due to Great-West Life & Annuity Insurance Company of New York

30


8


66


8


370


12

 
 












 
   Total liabilities

30


8


272


8


829


12

 
 












NET ASSETS
$
267,737

$
66,838

$
560,444

$
68,289

$
3,212,404

$
100,229

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
267,737

$
66,838

$
560,444

$
68,289

$
3,197,989

$
100,229

 
Contracts in payout phase









14,415



 
 












NET ASSETS
$
267,737

$
66,838

$
560,444

$
68,289

$
3,212,404

$
100,229

 
 












ACCUMULATION UNITS OUTSTANDING

16,412


2,520


32,212


3,898


173,899


6,303

 
 












UNIT VALUE (ACCUMULATION)
$
16.31

$
26.52

$
17.40

$
17.52

$
18.39

$
15.90

 
 












(1
)
Cost of investments:
$
171,857

$
23,316

$
494,707

$
44,451

$
3,188,630

$
113,341

 
Shares of investments:

15,052


2,903


11,268


2,086


288,714


18,061



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

FEDERATED MANAGED VOLATILITY FUND II

FRANKLIN SMALL CAP VALUE SECURITIES FUND

GREAT-WEST SECURE-FOUNDATION BALANCED FUND

INVESCO V.I. COMSTOCK FUND

INVESCO V.I. CORE EQUITY FUND

INVESCO V.I. GROWTH & INCOME FUND
 
 












ASSETS:












 
Investments at fair value (1)
$
26,841

$
334,135

$
2,049,518

$
576,933

$
126,678

$
753,118

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York












 
 












 
   Total assets

26,841


334,135


2,049,518


576,933


126,678


753,118

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

3


38


195


65


15


81

 
 












 
   Total liabilities

3


38


195


65


15


81

 
 












NET ASSETS
$
26,838

$
334,097

$
2,049,323

$
576,868

$
126,663

$
753,037

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
26,838

$
334,097

$
2,049,323

$
576,868

$
126,663

$
753,037

 
Contracts in payout phase












 
 












NET ASSETS
$
26,838

$
334,097

$
2,049,323

$
576,868

$
126,663

$
753,037

 
 












ACCUMULATION UNITS OUTSTANDING

1,272


20,759


200,226


32,227


4,723


44,221

 
 












UNIT VALUE (ACCUMULATION)
$
21.10

$
16.09

$
10.24

$
17.90

$
26.82

$
17.03

 
 












(1
)
Cost of investments:
$
21,897

$
271,371

$
2,056,852

$
425,335

$
76,743

$
599,815

 
Shares of investments:

2,549


14,970


160,621


30,111


3,089


29,945



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

INVESCO V.I. HIGH YIELD FUND

INVESCO V.I. INTERNATIONAL GROWTH FUND

INVESCO V.I. MID CAP CORE EQUITY FUND

INVESCO V.I. SMALL CAP EQUITY FUND

INVESCO V.I. TECHNOLOGY FUND

JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
 
 












ASSETS:












 
Investments at fair value (1)
$
142,972

$
673,805

$
70,034

$
66,457

$
222,792

$
498,571

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York












 
 












 
   Total assets

142,972


673,805


70,034


66,457


222,792


498,571

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

16


76


8


8


26


58

 
 












 
   Total liabilities

16


76


8


8


26


58

 
 












NET ASSETS
$
142,956

$
673,729

$
70,026

$
66,449

$
222,766

$
498,513

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
142,956

$
673,729

$
70,026

$
66,449

$
222,766

$
498,513

 
Contracts in payout phase












 
 












NET ASSETS
$
142,956

$
673,729

$
70,026

$
66,449

$
222,766

$
498,513

 
 












ACCUMULATION UNITS OUTSTANDING

10,098


50,654


3,895


2,780


53,768


21,188

 
 












UNIT VALUE (ACCUMULATION)
$
14.16

$
13.30

$
17.98

$
23.90

$
4.14

$
23.53

 
 












(1
)
Cost of investments:
$
138,066

$
629,381

$
64,313

$
54,725

$
169,051

$
424,046

 
Shares of investments:

25,854


19,323


4,981


2,811


11,281


15,863



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES

JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES

JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES

JANUS ASPEN GLOBAL RESEARCH PORTFOLIO

JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO

JANUS ASPEN JANUS PORTFOLIO
 
 












ASSETS:












 
Investments at fair value (1)
$
2,238,651

$
449,116

$
3,471,238

$
434,146

$
2,549

$
283,559

 
Investment income due and accrued












 
Receivable for investments sold



564


265







 
Due from Great-West Life & Annuity Insurance Company of New York





1,561


103





 
 












 
   Total assets

2,238,651


449,680


3,473,064


434,249


2,549


283,559

 
 












LIABILITIES:












 
Redemptions payable



564


265







 
Due to Great-West Life & Annuity Insurance Company of New York

236


52


394


51




33

 
 












 
   Total liabilities

236


616


659


51




33

 
 












NET ASSETS
$
2,238,415

$
449,064

$
3,472,405

$
434,198

$
2,549

$
283,526

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
2,238,415

$
449,064

$
3,464,387

$
412,440

$
2,549

$
283,526

 
Contracts in payout phase





8,018


21,758





 
 












NET ASSETS
$
2,238,415

$
449,064

$
3,472,405

$
434,198

$
2,549

$
283,526

 
 












ACCUMULATION UNITS OUTSTANDING

136,942


20,738


231,377


19,119


229


11,039

 
 












UNIT VALUE (ACCUMULATION)
$
16.35

$
21.65

$
14.97

$
21.57

$
11.13

$
25.68

 
 












(1
)
Cost of investments:
$
2,032,513

$
440,017

$
3,518,741

$
273,281

$
2,495

$
165,847

 
Shares of investments:

67,900


37,489


267,430


10,474


298


7,930



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES

JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES

LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO

LVIP BARON GROWTH OPPORTUNITIES FUND

MFS INTERNATIONAL VALUE PORTFOLIO

MFS UTILITIES SERIES
 
 












ASSETS:












 
Investments at fair value (1)
$
146,304

$
265,479

$
824,957

$
1,462,487

$
794,827

$
377,283

 
Investment income due and accrued












 
Receivable for investments sold

66






113


64



 
Due from Great-West Life & Annuity Insurance Company of New York

9,456






1,586


5,377



 
 












 
   Total assets

155,826


265,479


824,957


1,464,186


800,268


377,283

 
 












LIABILITIES:












 
Redemptions payable

66






113


64



 
Due to Great-West Life & Annuity Insurance Company of New York

17


31


88


169


89


39

 
 












 
   Total liabilities

83


31


88


282


153


39

 
 












NET ASSETS
$
155,743

$
265,448

$
824,869

$
1,463,904

$
800,115

$
377,244

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
120,515

$
265,448

$
824,869

$
1,453,854

$
787,290

$
377,244

 
Contracts in payout phase

35,228






10,050


12,825



 
 












NET ASSETS
$
155,743

$
265,448

$
824,869

$
1,463,904

$
800,115

$
377,244

 
 












ACCUMULATION UNITS OUTSTANDING

4,990


28,777


51,804


43,457


39,300


25,374

 
 












UNIT VALUE (ACCUMULATION)
$
24.15

$
9.22

$
15.92

$
33.46

$
20.03

$
14.87

 
 












(1
)
Cost of investments:
$
183,134

$
359,670

$
893,617

$
1,061,564

$
692,881

$
328,311

 
Shares of investments:

4,493


8,415


41,331


31,094


37,072


11,269



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO

NVIT MID CAP INDEX FUND

OPPENHEIMER GLOBAL FUND/VA

OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

OPPENHIEMER INTERNATIONAL GROWTH FUND/VA

PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO
 
 












ASSETS:












 
Investments at fair value (1)
$
19,199

$
751,266

$
1,019,109

$
38,765

$
271,074

$
6,016

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York





786







 
 












 
   Total assets

19,199


751,266


1,019,895


38,765


271,074


6,016

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

2


81


118


4


27


1

 
 












 
   Total liabilities

2


81


118


4


27


1

 
 












NET ASSETS
$
19,197

$
751,185

$
1,019,777

$
38,761

$
271,047

$
6,015

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
19,197

$
751,185

$
1,014,797

$
38,761

$
271,047

$
6,015

 
Contracts in payout phase





4,980







 
 












NET ASSETS
$
19,197

$
751,185

$
1,019,777

$
38,761

$
271,047

$
6,015

 
 












ACCUMULATION UNITS OUTSTANDING

1,174


34,140


43,550


3,530


22,516


813

 
 












UNIT VALUE (ACCUMULATION)
$
16.35

$
22.00

$
23.30

$
10.98

$
12.04

$
7.40

 
 












(1
)
Cost of investments:
$
14,863

$
688,614

$
768,013

$
36,629

$
292,023

$
7,499

 
Shares of investments:

962


30,111


25,800


1,460


117,348


1,238



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

PIMCO VIT HIGH YIELD PORTFOLIO

PIMCO VIT LOW DURATION PORTFOLIO

PIMCO VIT TOTAL RETURN PORTFOLIO

PIONEER EMERGING MARKETS VCT PORTFOLIO

PIONEER FUND VCT PORTFOLIO

PIONEER MID CAP VALUE VCT PORTFOLIO
 
 












ASSETS:












 
Investments at fair value (1)
$
891,761

$
3,451,814

$
2,980,250

$
4,248

$
189,254

$
136,650

 
Investment income due and accrued

4,302


5,417


6,835







 
Receivable for investments sold



765









 
Due from Great-West Life & Annuity Insurance Company of New York





2,602







 
 












 
   Total assets

896,063


3,457,996


2,989,687


4,248


189,254


136,650

 
 












LIABILITIES:












 
Redemptions payable



765









 
Due to Great-West Life & Annuity Insurance Company of New York

313


373


332




22


16

 
 












 
   Total liabilities

313


1,138


332




22


16

 
 












NET ASSETS
$
895,750

$
3,456,858

$
2,989,355

$
4,248

$
189,232

$
136,634

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
870,141

$
3,456,858

$
2,972,861

$
4,248

$
189,232

$
136,634

 
Contracts in payout phase

25,609




16,494







 
 












NET ASSETS
$
895,750

$
3,456,858

$
2,989,355

$
4,248

$
189,232

$
136,634

 
 












ACCUMULATION UNITS OUTSTANDING

48,978


271,137


197,692


691


10,752


8,438

 
 












UNIT VALUE (ACCUMULATION)
$
17.77

$
12.75

$
15.04

$
6.15

$
17.60

$
16.19

 
 












(1
)
Cost of investments:
$
909,937

$
3,452,635

$
3,000,005

$
5,326

$
160,338

$
98,512

 
Shares of investments:

112,738


326,258


266,094


198


7,051


6,049




The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO

PRUDENTIAL SERIES FUND EQUITY PORTFOLIO

PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO

PUTNAM VT AMERICAN GOVERNMENT INCOME FUND

PUTNAM VT EQUITY INCOME FUND

PUTNAM VT GLOBAL HEALTH CARE FUND
 
 












ASSETS:












 
Investments at fair value (1)
$
115,040

$
259,772

$
54,502

$
221,764

$
908,857

$
602,317

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York












 
 












 
   Total assets

115,040


259,772


54,502


221,764


908,857


602,317

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

14


30


6


25


96


68

 
 












 
   Total liabilities

14


30


6


25


96


68

 
 












NET ASSETS
$
115,026

$
259,742

$
54,496

$
221,739

$
908,761

$
602,249

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
115,026

$
259,742

$
54,496

$
221,739

$
908,761

$
602,249

 
Contracts in payout phase












 
 












NET ASSETS
$
115,026

$
259,742

$
54,496

$
221,739

$
908,761

$
602,249

 
 












ACCUMULATION UNITS OUTSTANDING

5,224


14,339


4,507


19,797


50,909


33,782

 
 












UNIT VALUE (ACCUMULATION)
$
22.02

$
18.11

$
12.09

$
11.20

$
17.85

$
17.83

 
 












(1
)
Cost of investments:
$
104,164

$
211,596

$
66,524

$
220,917

$
829,973

$
545,995

 
Shares of investments:

4,004


6,719


1,848


22,199


40,251


29,862



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

PUTNAM VT INVESTORS FUND

ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO

SCHWAB MARKETTRACK GROWTH PORTFOLIO II

SCHWAB MONEY MARKET PORTFOLIO

SCHWAB S&P 500 INDEX PORTFOLIO

SENTINEL VARIABLE PRODUCTS BOND FUND
 
 












ASSETS:












 
Investments at fair value (1)
$
51,915

$
193,158

$
795,328

$
7,451,191

$
11,664,621

$
894,122

 
Investment income due and accrued







93





 
Receivable for investments sold







37


94



 
Due from Great-West Life & Annuity Insurance Company of New York







37,493


3,401



 
 












 
   Total assets

51,915


193,158


795,328


7,488,814


11,668,116


894,122

 
 












LIABILITIES:












 
Redemptions payable







37


94



 
Due to Great-West Life & Annuity Insurance Company of New York

5


22


84,952


824


1,296


97

 
 












 
   Total liabilities

5


22


84,952


861


1,390


97

 
 












NET ASSETS
$
51,910

$
193,136

$
710,376

$
7,487,953

$
11,666,726

$
894,025

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
51,910

$
193,136

$
655,642

$
7,442,290

$
11,608,434

$
894,025

 
Contracts in payout phase





54,734


45,663


58,292



 
 












NET ASSETS
$
51,910

$
193,136

$
710,376

$
7,487,953

$
11,666,726

$
894,025

 
 












ACCUMULATION UNITS OUTSTANDING

4,743


8,517


35,545


643,256


507,360


73,576

 
 












UNIT VALUE (ACCUMULATION)
$
10.94

$
22.68

$
18.45

$
11.57

$
22.88

$
12.15

 
 












(1
)
Cost of investments:
$
50,420

$
173,269

$
592,686

$
7,451,191

$
7,597,261

$
923,239

 
Shares of investments:

2,989


15,527


40,933


7,451,191


386,118


90,959



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND

SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND

T. ROWE PRICE HEALTH SCIENCES PORTFOLIO

TEMPLETON FOREIGN VIP FUND

TEMPLETON GLOBAL BOND VIP FUND

THIRD AVENUE VALUE PORTFOLIO
 
 












ASSETS:












 
Investments at fair value (1)
$
143,845

$
36,201

$
80,166

$
473,868

$
266,849

$
103,511

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York












 
 












 
   Total assets

143,845


36,201


80,166


473,868


266,849


103,511

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

15


3


7


50


24


1,412

 
 












 
   Total liabilities

15


3


7


50


24


1,412

 
 












NET ASSETS
$
143,830

$
36,198

$
80,159

$
473,818

$
266,825

$
102,099

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
143,830

$
36,198

$
80,159

$
473,818

$
266,825

$
92,219

 
Contracts in payout phase











9,880

 
 












NET ASSETS
$
143,830

$
36,198

$
80,159

$
473,818

$
266,825

$
102,099

 
 












ACCUMULATION UNITS OUTSTANDING

5,969


1,454


6,377


39,153


26,677


8,549

 
 












UNIT VALUE (ACCUMULATION)
$
24.10

$
24.90

$
12.57

$
12.10

$
10.00

$
10.79

 
 












(1
)
Cost of investments:
$
155,280

$
39,959

$
76,406

$
513,198

$
274,206

$
74,112

 
Shares of investments:

8,131


2,474


2,211


31,486


14,833


6,161



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

TOUCHSTONE VST MID CAP GROWTH FUND

UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO

VAN ECK VIP GLOBAL HARD ASSETS FUND

VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND

VANGUARD VIF MID-CAP INDEX PORTFOLIO

VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO
 
 












ASSETS:












 
Investments at fair value (1)
$
169,425

$
1,079,177

$
343,384

$
452,473

$
27,579

$
27,974

 
Investment income due and accrued












 
Receivable for investments sold












 
Due from Great-West Life & Annuity Insurance Company of New York



7,092









 
 












 
   Total assets

169,425


1,086,269


343,384


452,473


27,579


27,974

 
 












LIABILITIES:












 
Redemptions payable












 
Due to Great-West Life & Annuity Insurance Company of New York

18


127


32


51


3


3

 
 












 
   Total liabilities

18


127


32


51


3


3

 
 












NET ASSETS
$
169,407

$
1,086,142

$
343,352

$
452,422

$
27,576

$
27,971

 
 












NET ASSETS REPRESENTED BY:












 
Accumulation units
$
169,407

$
1,049,712

$
343,352

$
452,422

$
27,576

$
27,971

 
Contracts in payout phase



36,430









 
 












NET ASSETS
$
169,407

$
1,086,142

$
343,352

$
452,422

$
27,576

$
27,971

 
 












ACCUMULATION UNITS OUTSTANDING

6,794


22,608


26,739


38,457


2,551


2,589

 
 












UNIT VALUE (ACCUMULATION)
$
24.93

$
46.43

$
12.84

$
11.76

$
10.81

$
10.80

 
 












(1
)
Cost of investments:
$
157,335

$
654,165

$
415,347

$
525,972

$
26,805

$
26,805

 
Shares of investments:

9,089


53,610


13,936


48,497


1,226


1,159



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

WELLS FARGO ADVANTAGE VT DISCOVERY FUND

WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND

WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND

WELLS FARGO ADVANTAGE VT SMALL CAP VALUE FUND
 
 








ASSETS:








 
Investments at fair value (1)
$
48,139

$
15,875

$
111,407

$
169,971

 
Investment income due and accrued








 
Receivable for investments sold








 
Due from Great-West Life & Annuity Insurance Company of New York








 
 








 
   Total assets

48,139


15,875


111,407


169,971

 
 








LIABILITIES:








 
Redemptions payable








 
Due to Great-West Life & Annuity Insurance Company of New York

5


2


2,402


20

 
 








 
   Total liabilities

5


2


2,402


20

 
 








NET ASSETS
$
48,134

$
15,873

$
109,005

$
169,951

 
 








NET ASSETS REPRESENTED BY:








 
Accumulation units
$
48,134

$
15,873

$
92,160

$
169,951

 
Contracts in payout phase





16,845



 
 








NET ASSETS
$
48,134

$
15,873

$
109,005

$
169,951

 
 








ACCUMULATION UNITS OUTSTANDING

2,570


1,466


5,235


9,069

 
 








UNIT VALUE (ACCUMULATION)
$
18.73

$
10.83

$
17.60

$
18.74

 
 








(1
)
Cost of investments:
$
48,143

$
15,531

$
90,366

$
159,288

 
Shares of investments:

1,568


590


3,860


15,244



The accompanying notes are an integral part of these financial statements.
(Concluded)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
ALGER LARGE CAP GROWTH PORTFOLIO
 
ALGER MID CAP GROWTH PORTFOLIO
 
ALLIANCE-BERNSTEIN VPS GROWTH AND INCOME PORTFOLIO
 
ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO
 
ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
 
ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
1,926

$

$
698

$

$

$
5,301

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
9,480

 
2,351

 
434

 
586

 
3,258

 
1,228

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
(7,554
)
 
(2,351
)
 
264

 
(586
)
 
(3,258
)
 
4,073

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
57,851

 
27,300

 
249

 
171

 
36,933

 
4,352

 
Realized gain distributions
 
195,111

 

 

 
1,333

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
252,962

 
27,300

 
249

 
1,504

 
36,933

 
4,352

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(131,428
)
 
(4,942
)
 
3,781

 
7,279

 
(39,872
)
 
(19,096
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
121,534

 
22,358

 
4,030

 
8,783

 
(2,939
)
 
(14,744
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
113,980

$
20,007

$
4,294

$
8,197

$
(6,197
)
$
(10,671
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
 
ALLIANCE-BERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO
 
AMERICAN CENTURY INVESTMENTS VP BALANCED FUND
 
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
 
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
 
AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
9,640

$
2,002

$
9,950

$
1,255

$
3,745

$
2,690

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
2,678

 
2,452

 
5,190

 
391

 
1,899

 
2,046

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
6,962

 
(450
)
 
4,760

 
864

 
1,846

 
644

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
(12,769
)
 
28,172

 
11,095

 
2,731

 
15,716

 
77,910

 
Realized gain distributions
 
86,422

 
33,014

 
51,836

 

 

 
24,675

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
73,653

 
61,186

 
62,931

 
2,731

 
15,716

 
102,585

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(1,616
)
 
(37,492
)
 
(12,955
)
 
3,053

 
(32,262
)
 
(65,724
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
72,037

 
23,694

 
49,976

 
5,784

 
(16,546
)
 
36,861

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
78,999

$
23,244

$
54,736

$
6,648

$
(14,700
)
$
37,505



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
 
BLACKROCK GLOBAL ALLOCATION VI FUND
 
COLUMBIA VARIABLE PORTFOLIO - MARSICO 21ST CENTURY FUND
 
COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND
 
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
 
DELAWARE VIP EMERGING MARKETS SERIES
 
 
 
 
 
(1)







(2)
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
25,095

$
2,110

$

$

$
53

$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
13,275

 
230

 
455

 
2,791

 
79

 
1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
11,820

 
1,880

 
(455
)
 
(2,791
)
 
(26
)
 
(1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
81,784

 
(31
)
 
6,066

 
22,697

 
(130
)
 

 
Realized gain distributions
 

 
6,735

 
1,975

 
33,802

 
1,391

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
81,784

 
6,704

 
8,041

 
56,499

 
1,261

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
93,305

 
(9,645
)
 
(2,558
)
 
24,798

 
(1,115
)
 
26

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
175,089

 
(2,941
)
 
5,483

 
81,297

 
146

 
26

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
186,909

$
(1,061
)
$
5,028

$
78,506

$
120

$
25

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period August 1, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
(2
)
For the period December 19, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
DELAWARE VIP SMALL CAP VALUE SERIES
 
DELAWARE VIP SMID CAP GROWTH SERIES
 
DEUTSCHE CAPITAL GROWTH VIP
 
DEUTSCHE CORE EQUITY VIP
 
DEUTSCHE LARGE CAP VALUE VIP
 
DEUTSCHE SMALL CAP INDEX VIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
3,199

$
214

$
4,944

$
1,480

$
5,759

$
5,812

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
4,232

 
2,043

 
5,914

 
1,158

 
3,177

 
6,016

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
(1,033
)
 
(1,829
)
 
(970
)
 
322

 
2,582

 
(204
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
80,920

 
41,346

 
81,571

 
15,198

 
9,374

 
41,770

 
Realized gain distributions
 
49,283

 
29,633

 
45,201

 

 

 
33,101

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
130,203

 
70,979

 
126,772

 
15,198

 
9,374

 
74,871

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(101,850
)
 
(77,984
)
 
(47,553
)
 
(5,307
)
 
21,258

 
(32,764
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
28,353

 
(7,005
)
 
79,219

 
9,891

 
30,632

 
42,107

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
27,320

$
(8,834
)
$
78,249

$
10,213

$
33,214

$
41,903



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
DEUTSCHE SMALL MID CAP VALUE VIP
 
DREYFUS IP MIDCAP STOCK PORTFOLIO
 
DREYFUS VIF APPRECIATION PORTFOLIO
 
DREYFUS VIF GROWTH AND INCOME PORTFOLIO
 
FEDERATED FUND FOR US GOVERNMENT SECURITIES II
 
FEDERATED MANAGED TAIL RISK FUND II
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
2,132

$
616

$
11,536

$
511

$
44,856

$
2,255

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
2,185

 
536

 
5,163

 
550

 
18,346

 
1,071

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
(53
)
 
80

 
6,373

 
(39
)
 
26,510

 
1,184

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
19,310

 
1,993

 
170,061

 
151

 
(1,613
)
 
(61,885
)
 
Realized gain distributions
 
1,275

 
334

 
18,939

 

 

 
24,698

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
20,585

 
2,327

 
189,000

 
151

 
(1,613
)
 
(37,187
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(9,330
)
 
4,337

 
(157,448
)
 
5,609

 
53,506

 
34,304

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
11,255

 
6,664

 
31,552

 
5,760

 
51,893

 
(2,883
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
11,202

$
6,744

$
37,925

$
5,721

$
78,403

$
(1,699
)



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
FEDERATED MANAGED VOLATILITY FUND II
 
FRANKLIN SMALL CAP VALUE SECURITIES FUND
 
GREAT-WEST SECURE-FOUNDATION BALANCED FUND
 
INVESCO V.I. COMSTOCK FUND
 
INVESCO V.I. CORE EQUITY FUND
 
INVESCO V.I. GROWTH & INCOME FUND
 
 
 
 
 
 
 
(1)
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
869

$
1,775

$
21,778

$
7,984

$
1,072

$
13,030

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
258

 
2,605

 
3,266

 
4,772

 
1,054

 
6,115

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
611

 
(830
)
 
18,512

 
3,212

 
18

 
6,915

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
8,817

 
17,051

 
(81
)
 
65,786

 
644

 
75,987

 
Realized gain distributions
 
1,830

 
21,400

 
33,720

 

 
599

 
84,737

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
10,647

 
38,451

 
33,639

 
65,786

 
1,243

 
160,724

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(11,742
)
 
(39,890
)
 
(7,334
)
 
(24,470
)
 
7,309

 
(96,470
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
(1,095
)
 
(1,439
)
 
26,305

 
41,316

 
8,552

 
64,254

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
(484
)
$
(2,269
)
$
44,817

$
44,528

$
8,570

$
71,169

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period August 22, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. HIGH YIELD FUND
 
INVESCO V.I. INTERNATIONAL GROWTH FUND
 
INVESCO V.I. MID CAP CORE EQUITY FUND
 
INVESCO V.I. SMALL CAP EQUITY FUND
 
INVESCO V.I. TECHNOLOGY FUND
 
JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
3,915

$
10,848

$
25

$

$

$
8,418

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
755

 
5,343

 
459

 
538

 
1,918

 
4,068

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
3,160

 
5,505

 
(434
)
 
(538
)
 
(1,918
)
 
4,350

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
(26
)
 
50,114

 
225

 
5,364

 
46,311

 
377

 
Realized gain distributions
 

 

 
7,179

 
5,329

 
18,014

 
12,568

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
(26
)
 
50,114

 
7,404

 
10,693

 
64,325

 
12,945

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(2,785
)
 
(55,662
)
 
(4,731
)
 
(9,116
)
 
(42,428
)
 
17,870

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
(2,811
)
 
(5,548
)
 
2,673

 
1,577

 
21,897

 
30,815

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
349

$
(43
)
$
2,239

$
1,039

$
19,979

$
35,165




The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES
 
JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
 
JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
 
JANUS ASPEN GLOBAL RESEARCH PORTFOLIO
 
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
 
JANUS ASPEN JANUS PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
(1)
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
32,857

$
15,400

$
92,831

$
4,799

$

$
1,014

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
16,462

 
3,874

 
24,658

 
3,818

 
5

 
2,355

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
16,395

 
11,526

 
68,173

 
981

 
(5
)
 
(1,341
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
31,636

 
3,105

 
(10,601
)
 
19,421

 

 
9,945

 
Realized gain distributions
 
54,323

 

 

 

 

 
20,015

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
85,959

 
3,105

 
(10,601
)
 
19,421

 

 
29,960

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
61,190

 
3,778

 
50,665

 
10,043

 
54

 
3,507

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
147,149

 
6,883

 
40,064

 
29,464

 
54

 
33,467

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
163,544

$
18,409

$
108,237

$
30,445

$
49

$
32,126

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period September 5, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES
 
JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES
 
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
 
LVIP BARON GROWTH OPPORTUNITIES FUND
 
MFS INTERNATIONAL VALUE PORTFOLIO
 
MFS UTILITIES SERIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
12,202

$
16,729

$
14,142

$
2,624

$
14,322

$
7,163

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
1,693

 
2,442

 
6,187

 
15,660

 
6,293

 
2,630

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
10,509

 
14,287

 
7,955

 
(13,036
)
 
8,029

 
4,533

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
(15,018
)
 
(4,873
)
 
(7,123
)
 
398,991

 
66,218

 
5,350

 
Realized gain distributions
 
14,676

 
20,596

 
7,586

 
10,955

 

 
13,807

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
(342
)
 
15,723

 
463

 
409,946

 
66,218

 
19,157

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(31,632
)
 
(68,407
)
 
(62,615
)
 
(356,193
)
 
(67,637
)
 
12,806

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
(31,974
)
 
(52,684
)
 
(62,152
)
 
53,753

 
(1,419
)
 
31,963

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
(21,465
)
$
(38,397
)
$
(54,197
)
$
40,717

$
6,610

$
36,496



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
 
NVIT MID CAP INDEX FUND
 
OPPENHEIMER GLOBAL FUND/VA
 
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA
 
OPPENHIEMER INTERNATIONAL GROWTH FUND/VA
 
PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO
 
 







(1)



(2)
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
127

$
6,393

$
11,195

$

$
3,960

$
14

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
152

 
4,902

 
8,606

 
65

 
1,832

 
14

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
(25
)
 
1,491

 
2,589

 
(65
)
 
2,128

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
13

 
32,412

 
115,840

 
2

 
27,514

 
(1
)
 
Realized gain distributions
 
464

 
39,216

 
45,673

 

 
6,970

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
477

 
71,628

 
161,513

 
2

 
34,484

 
(1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
1,697

 
(21,582
)
 
(151,454
)
 
2,136

 
(61,473
)
 
(1,483
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
2,174

 
50,046

 
10,059

 
2,138

 
(26,989
)
 
(1,484
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
2,149

$
51,537

$
12,648

$
2,073

$
(24,861
)
$
(1,484
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period August 13, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
(2
)
For the period September 5, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
PIMCO VIT HIGH YIELD PORTFOLIO
 
PIMCO VIT LOW DURATION PORTFOLIO
 
PIMCO VIT TOTAL RETURN PORTFOLIO
 
PIONEER EMERGING MARKETS VCT PORTFOLIO
 
PIONEER FUND VCT PORTFOLIO
 
PIONEER MID CAP VALUE VCT PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$
101,333

$
42,653

$
91,033

$
10

$
2,339

$
810

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
15,996

 
30,152

 
37,559

 
41

 
1,643

 
1,074

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
85,337

 
12,501

 
53,474

 
(31
)
 
696

 
(264
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
34,278

 
40,183

 
26,809

 
(6
)
 
18,314

 
3,341

 
Realized gain distributions
 

 

 

 
28

 
12,600

 
16,636

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
34,278

 
40,183

 
26,809

 
22

 
30,914

 
19,977

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(52,226
)
 
(48,917
)
 
75,975

 
(656
)
 
(11,767
)
 
(3,274
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
(17,948
)
 
(8,734
)
 
102,784

 
(634
)
 
19,147

 
16,703

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
67,389

$
3,767

$
156,258

$
(665
)
$
19,843

$
16,439



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
 
PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
 
PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO
 
PUTNAM VT AMERICAN GOVERNMENT INCOME FUND
 
PUTNAM VT EQUITY INCOME FUND
 
PUTNAM VT GLOBAL HEALTH CARE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$

$

$

$
101

$
4,799

$
879

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
1,262

 
1,885

 
639

 
371

 
4,218

 
3,543

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
(1,262
)
 
(1,885
)
 
(639
)
 
(270
)
 
581

 
(2,664
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
17,975

 
18,748

 
(508
)
 
14

 
19,085

 
51,636

 
Realized gain distributions
 
32,488

 

 

 

 

 
31,856

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
50,463

 
18,748

 
(508
)
 
14

 
19,085

 
83,492

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(37,831
)
 
(4,665
)
 
(12,807
)
 
840

 
37,168

 
16,396

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
12,632

 
14,083

 
(13,315
)
 
854

 
56,253

 
99,888

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
11,370

$
12,198

$
(13,954
)
$
584

$
56,834

$
97,224



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
PUTNAM VT INVESTORS FUND
 
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
 
SCHWAB MARKETTRACK GROWTH PORTFOLIO II
 
SCHWAB MONEY MARKET PORTFOLIO
 
SCHWAB S&P 500 INDEX PORTFOLIO
 
SENTINEL VARIABLE PRODUCTS BOND FUND
 
 

(1)










INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
$

$

$
10,186

$
626

$
166,552

$
27,405

 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortality and expense risk
 
103

 
1,848

 
6,199

 
49,670

 
89,728

 
2,132

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME (LOSS)
 
(103
)
 
(1,848
)
 
3,987

 
(49,044
)
 
76,824

 
25,273

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
2

 
46,371

 
8,786

 

 
451,742

 
307

 
Realized gain distributions
 

 
22,670

 
25,927

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
2

 
69,041

 
34,713

 

 
451,742

 
307

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
1,495

 
(65,782
)
 
(3,260
)
 

 
767,451

 
(26,634
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
1,497

 
3,259

 
31,453

 

 
1,219,193

 
(26,327
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
$
1,394

$
1,411

$
35,440

$
(49,044
)
$
1,296,017

$
(1,054
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period July 1, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 
 
SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND
 
SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
 
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO
 
TEMPLETON FOREIGN VIP FUND

TEMPLETON GLOBAL BOND VIP FUND

THIRD AVENUE VALUE PORTFOLIO
 
 





(1)



(2)


INVESTMENT INCOME:
 
 
 
 
 
 
 
 




 
Dividends
$
2,363

$
176

$

$
9,732

$
4,225

$
4,234

 
 
 
 
 
 
 
 
 
 




EXPENSES:
 
 
 
 
 
 
 
 




 
Mortality and expense risk
 
1,801

 
420

 
197

 
3,876


663


1,161

 
 
 
 
 
 
 
 
 
 




NET INVESTMENT INCOME (LOSS)
 
562

 
(244
)
 
(197
)
 
5,856


3,562


3,073

 
 
 
 
 
 
 
 
 
 




NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 




 
Net realized gain (loss) on sale of fund shares
 
48,515

 
4,290

 
324

 
5,028


(157
)

19,520

 
Realized gain distributions
 
16,487

 
5,640

 
5,562

 





 
 
 
 
 
 
 
 
 
 




 
Net realized gain (loss) on investments
 
65,002

 
9,930

 
5,886

 
5,028


(157
)

19,520

 
 
 
 
 
 
 
 
 
 




 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 




 
   on investments
 
(44,126
)
 
(7,915
)
 
3,760

 
(77,757
)

(7,357
)

(16,100
)
 
 
 
 
 
 
 
 
 
 




 
Net realized and unrealized gain (loss) on investments
 
20,876

 
2,015

 
9,646

 
(72,729
)

(7,514
)

3,420

 
 
 
 
 
 
 
 
 
 




NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 




 
RESULTING FROM OPERATIONS
$
21,438

$
1,771

$
9,449

$
(66,873
)
$
(3,952
)
$
6,493

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period July 1, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
(2
)
For the period June 2, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

TOUCHSTONE VST MID CAP GROWTH FUND

UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO

VAN ECK VIP GLOBAL HARD ASSETS FUND

VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND

VANGUARD VIF MID-CAP INDEX PORTFOLIO

VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO
 
 









(1)

(1)
INVESTMENT INCOME:












 
Dividends
$

$
13,503

$

$
34,357

$

$

 
 












EXPENSES:












 
Mortality and expense risk

1,191


8,507


2,765


4,632


24


24

 
 












NET INVESTMENT INCOME (LOSS)

(1,191
)

4,996


(2,765
)

29,725


(24
)

(24
)
 
 












NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:











 
Net realized gain (loss) on sale of fund shares

7,846


109,973


(377
)

(49,969
)

1


1

 
Realized gain distributions

20,411






54,909





 
 












 
Net realized gain (loss) on investments

28,257


109,973


(377
)

4,940


1


1

 
 












 
Change in net unrealized appreciation (depreciation)












 
   on investments

(10,326
)

133,012


(86,111
)

(16,836
)

774


1,169

 
 












 
Net realized and unrealized gain (loss) on investments

17,931


242,985


(86,488
)

(11,896
)

775


1,170

 
 












NET INCREASE (DECREASE) IN NET ASSETS












 
RESULTING FROM OPERATIONS
$
16,740

$
247,981

$
(89,253
)
$
17,829

$
751

$
1,146

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period October 29, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014


 
 
INVESTMENT DIVISIONS
 
 

WELLS FARGO ADVANTAGE VT DISCOVERY FUND

WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND

WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND

WELLS FARGO ADVANTAGE VT SMALL CAP VALUE FUND
 
 



(1)




INVESTMENT INCOME:








 
Dividends
$

$

$
77

$
785

 
 








EXPENSES:








 
Mortality and expense risk

302


42


1,109


1,810

 
 








NET INVESTMENT INCOME (LOSS)

(302
)

(42
)

(1,032
)

(1,025
)
 
 








NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:







 
Net realized gain (loss) on sale of fund shares

4,604


1


24,355


(4,625
)
 
Realized gain distributions

5,387







 
 








 
Net realized gain (loss) on investments

9,991


1


24,355


(4,625
)
 
 








 
Change in net unrealized appreciation (depreciation)








 
   on investments

(11,335
)

344


(11,490
)

13,485

 
 








 
Net realized and unrealized gain (loss) on investments

(1,344
)

345


12,865


8,860

 
 








NET INCREASE (DECREASE) IN NET ASSETS








 
RESULTING FROM OPERATIONS
$
(1,646
)
$
303

$
11,833

$
7,835

 
 
 
 
 
 
 
 
 
 
(1
)
For the period August 13, 2014 to December 31, 2014
 
 
 
 
 
 
 
 


The accompanying notes are an integral part of these financial statements.
(Concluded)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
ALGER LARGE CAP GROWTH PORTFOLIO
 
ALGER MID CAP GROWTH PORTFOLIO
 
ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(7,554
)
$
(689
)
$
(2,351
)
$
(1,174
)
$
264

$
206

 
Net realized gain (loss) on investments
 
252,962

 
9,178

 
27,300

 
9,584

 
249

 
185

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(131,428
)
 
311,525

 
(4,942
)
 
64,326

 
3,781

 
12,201

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
113,980

 
320,014

 
20,007

 
72,736

 
4,294

 
12,592

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
2,379

 

 
2,379

 

 

 

 
Transfers for contract benefits and terminations
 
(43,234
)
 
(10,975
)
 
(753
)
 
(4,373
)
 

 
(1
)
 
Net transfers
 
(6,430
)
 
(245,006
)
 
11,045

 
(9,877
)
 

 

 
Contract maintenance charges
 
(95
)
 

 
(16
)
 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(47,380
)
 
(255,981
)
 
12,655

 
(14,250
)
 

 
(1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
66,600

 
64,033

 
32,662

 
58,486

 
4,294

 
12,591

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
1,185,735

 
1,121,702

 
273,692

 
215,206

 
49,834

 
37,243

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
1,252,335

$
1,185,735

$
306,354

$
273,692

$
54,128

$
49,834

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
11,077

 
2,651

 
3,148

 
267

 

 

 
Units redeemed
 
(8,909
)
 
(13,643
)
 
(2,210
)
 
(1,504
)
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
2,168

 
(10,992
)
 
938

 
(1,237
)
 

 




The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO
 
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
 
ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(586
)
$
(325
)
$
(3,258
)
$
(103
)
$
4,073

$
9,192

 
Net realized gain (loss) on investments
 
1,504

 
71

 
36,933

 
102,697

 
4,352

 
24,920

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
7,279

 
16,716

 
(39,872
)
 
(35,273
)
 
(19,096
)
 
5,320

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
8,197

 
16,462

 
(6,197
)
 
67,321

 
(10,671
)
 
39,432

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 

 

 
Transfers for contract benefits and terminations
 

 
(3
)
 
(31,227
)
 
(213,100
)
 
(104
)
 
(65,322
)
 
Net transfers
 

 

 
(68,174
)
 
(148,876
)
 
(14,823
)
 
(31,740
)
 
Contract maintenance charges
 

 

 
(31
)
 
(7
)
 
(6
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
 
 
 
 
2,229

 
1,118

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 

 
(3
)
 
(97,203
)
 
(360,865
)
 
(14,933
)
 
(97,062
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
8,197

 
16,459

 
(103,400
)
 
(293,544
)
 
(25,604
)
 
(57,630
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
66,524

 
50,065

 
432,958

 
726,502

 
162,435

 
220,065

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
74,721

$
66,524

$
329,558

$
432,958

$
136,831

$
162,435

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 

 

 
916

 
2,421

 

 

 
Units redeemed
 

 

 
(7,392
)
 
(33,669
)
 
(1,815
)
 
(13,299
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 

 

 
(6,476
)
 
(31,248
)
 
(1,815
)
 
(13,299
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
 
ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO
 
AMERICAN CENTURY INVESTMENTS VP BALANCED FUND
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
6,962

$
2,839

$
(450
)
$
(701
)
$
4,760

$
4,105

 
Net realized gain (loss) on investments
 
73,653

 
48,189

 
61,186

 
51,075

 
62,931

 
65,297

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(1,616
)
 
(47,525
)
 
(37,492
)
 
36,148

 
(12,955
)
 
13,879

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
78,999

 
3,503

 
23,244

 
86,522

 
54,736

 
83,281

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
13,992

 
9,960

 

 

 
120

 
320

 
Transfers for contract benefits and terminations
 
(3,217
)
 
(4,722
)
 
(20,447
)
 
(97,063
)
 
(6,901
)
 
(19,005
)
 
Net transfers
 
(76,154
)
 
118,733

 
(64,410
)
 
136,812

 
99,377

 
(10,957
)
 
Contract maintenance charges
 

 

 
(30
)
 

 
(9
)
 
(3
)
 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
 
 
 
 
 
 
 
 
1,060

 
(1,439
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(65,379
)
 
123,971

 
(84,887
)
 
39,749

 
93,647

 
(31,084
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
13,620

 
127,474

 
(61,643
)
 
126,271

 
148,383

 
52,197

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
361,196

 
233,722

 
331,977

 
205,706

 
587,542

 
535,345

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
374,816

$
361,196

$
270,334

$
331,977

$
735,925

$
587,542

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
2,441

 
15,618

 
1,487

 
9,714

 
8,455

 
11,443

 
Units redeemed
 
(7,159
)
 
(6,201
)
 
(6,284
)
 
(6,999
)
 
(3,293
)
 
(11,751
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(4,718
)
 
9,417

 
(4,797
)
 
2,715

 
5,162

 
(308
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
 
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
 
AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
864

$
830

$
1,846

$
2,113

$
644

$
1,117

 
Net realized gain (loss) on investments
 
2,731

 
138

 
15,716

 
231

 
102,585

 
15,665

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
3,053

 
14,566

 
(32,262
)
 
48,484

 
(65,724
)
 
62,009

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
6,648

 
15,534

 
(14,700
)
 
50,828

 
37,505

 
78,791

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 
4,230

 
1,178

 
Transfers for contract benefits and terminations
 
(1,824
)
 
(1
)
 
(28,934
)
 
(700
)
 
(1,958
)
 
(39,827
)
 
Net transfers
 
5,894

 

 
(84,619
)
 
(5,000
)
 
(151,242
)
 
104,982

 
Contract maintenance charges
 

 

 
(28
)
 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
4,070

 
(1
)
 
(113,581
)
 
(5,700
)
 
(148,970
)
 
66,333

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
10,718

 
15,533

 
(128,281
)
 
45,128

 
(111,465
)
 
145,124

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
59,988

 
44,455

 
287,521

 
242,393

 
363,497

 
218,373

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
70,706

$
59,988

$
159,240

$
287,521

$
252,032

$
363,497

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
835

 

 
1,346

 

 
8,030

 
5,812

 
Units redeemed
 
(331
)
 

 
(6,055
)
 
(309
)
 
(13,257
)
 
(2,187
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
504

 

 
(4,709
)
 
(309
)
 
(5,227
)
 
3,625

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
 
BLACKROCK GLOBAL ALLOCATION VI FUND
 
COLUMBIA VARIABLE PORTFOLIO - MARSICO 21ST CENTURY FUND
 
 
 
2014
 
2013
 
2014
 
2014
 
2013
 
 
 
 
 
 
 
(1)
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
11,820

$
11,699

$
1,880

$
(455
)
$
(200
)
 
Net realized gain (loss) on investments
 
81,784

 
182,554

 
6,704

 
8,041

 
630

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
93,305

 
184,855

 
(9,645
)
 
(2,558
)
 
11,842

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
186,909

 
379,108

 
(1,061
)
 
5,028

 
12,272

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
4,789

 
1,365

 

 

 

 
Transfers for contract benefits and terminations
 
(30,991
)
 
(168,533
)
 
(1,477
)
 

 
(10
)
 
Net transfers
 
181,591

 
(104,758
)
 
102,395

 
37,550

 
30,654

 
Contract maintenance charges
 
(37
)
 
(3
)
 

 
(2
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
155,352

 
(271,929
)
 
100,918

 
37,548

 
30,644

 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
342,261

 
107,179

 
99,857

 
42,576

 
42,916

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
1,425,298

 
1,318,119

 

 
63,746

 
20,830

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
1,767,559

$
1,425,298

$
99,857

$
106,322

$
63,746

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
17,641

 
12,964

 
10,084

 
5,295

 
2,457

 
Units redeemed
 
(9,466
)
 
(30,291
)
 
(149
)
 
(951
)
 
(814
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
8,175

 
(17,327
)
 
9,935

 
4,344

 
1,643

 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period August 1, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND
 
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
 
DELAWARE VIP EMERGING MARKETS SERIES
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
 
 
 
 
 
 
 
 
 
 
(1)
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(2,791
)
$
(651
)
$
(26
)
$
(64
)
$
(1
)
 
Net realized gain (loss) on investments
 
56,499

 
1,110

 
1,261

 
10,908

 

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
24,798

 
18,643

 
(1,115
)
 
6,941

 
26

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
78,506

 
19,102

 
120

 
17,785

 
25

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 

 
Transfers for contract benefits and terminations
 
(101
)
 
(5,673
)
 

 
(1,130
)
 

 
Net transfers
 
101,197

 
128,958

 
147

 
(89,475
)
 
3,392

 
Contract maintenance charges
 

 

 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 
 
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
101,096

 
123,285

 
147

 
(90,605
)
 
3,392

 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
179,602

 
142,387

 
267

 
(72,820
)
 
3,417

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
167,637

 
25,250

 
11,212

 
84,032

 

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
347,239

$
167,637

$
11,479

$
11,212

$
3,417

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
20,477

 
11,682

 
418

 
514

 
366

 
Units redeemed
 
(11,297
)
 
(546
)
 
(418
)
 
(5,158
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
9,180

 
11,136

 

 
(4,644
)
 
366

 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period December 19, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
DELAWARE VIP SMALL CAP VALUE SERIES
 
DELAWARE VIP SMID CAP GROWTH SERIES
 
DEUTSCHE CAPITAL GROWTH VIP
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(1,033
)
$
(789
)
$
(1,829
)
$
(2,809
)
$
(970
)
$
3,245

 
Net realized gain (loss) on investments
 
130,203

 
25,369

 
70,979

 
31,493

 
126,772

 
18,140

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(101,850
)
 
97,188

 
(77,984
)
 
102,490

 
(47,553
)
 
170,068

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
27,320

 
121,768

 
(8,834
)
 
131,174

 
78,249

 
191,453

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
1,740

 
1,740

 
15,158

 
10,790

 
15,218

 
10,850

 
Transfers for contract benefits and terminations
 
(13,003
)
 
(11,811
)
 
(408
)
 
(11,951
)
 
(125,683
)
 
(79,158
)
 
Net transfers
 
(115,904
)
 
129,150

 
(218,076
)
 
(266,460
)
 
69,844

 
(2,073
)
 
Contract maintenance charges
 
(8
)
 
(3
)
 
(1
)
 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(127,175
)
 
119,076

 
(203,327
)
 
(267,621
)
 
(40,621
)
 
(70,381
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(99,855
)
 
240,844

 
(212,161
)
 
(136,447
)
 
37,628

 
121,072

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
564,003

 
323,159

 
401,643

 
538,090

 
722,543

 
601,471

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
464,148

$
564,003

$
189,482

$
401,643

$
760,171

$
722,543

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
2,232

 
7,000

 
2,248

 
4,774

 
9,409

 
2,132

 
Units redeemed
 
(7,308
)
 
(894
)
 
(12,711
)
 
(21,701
)
 
(11,881
)
 
(7,739
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(5,076
)
 
6,106

 
(10,463
)
 
(16,927
)
 
(2,472
)
 
(5,607
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
DEUTSCHE CORE EQUITY VIP
 
DEUTSCHE LARGE CAP VALUE VIP
 
DEUTSCHE SMALL CAP INDEX VIP
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
322

$
1,937

$
2,582

$
4,021

$
(204
)
$
4,067

 
Net realized gain (loss) on investments
 
15,198

 
43,739

 
9,374

 
21,648

 
74,871

 
96,733

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(5,307
)
 
27,547

 
21,258

 
54,311

 
(32,764
)
 
58,408

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
10,213

 
73,223

 
33,214

 
79,980

 
41,903

 
159,208

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 
600

 
551

 
Transfers for contract benefits and terminations
 
(1,818
)
 
(3,780
)
 
(1,172
)
 
(1,749
)
 
(18,737
)
 
(20,608
)
 
Net transfers
 
(124,222
)
 
(52,369
)
 
98,840

 
(38,165
)
 
405,321

 
(73,561
)
 
Contract maintenance charges
 
(3
)
 
(3
)
 
(6
)
 

 
(2
)
 
(2
)
 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
1,137


(743
)
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(124,906
)
 
(56,895
)
 
97,662

 
(39,914
)
 
387,182

 
(93,620
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(114,693
)
 
16,328

 
130,876

 
40,066

 
429,085

 
65,588

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
266,590

 
250,262

 
323,613

 
283,547

 
511,711

 
446,123

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
151,897

$
266,590

$
454,489

$
323,613

$
940,796

$
511,711

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
1,312

 
17,554

 
8,543

 
3,180

 
26,447

 
4,160

 
Units redeemed
 
(10,369
)
 
(22,526
)
 
(1,364
)
 
(5,933
)
 
(3,548
)
 
(8,247
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(9,057
)
 
(4,972
)
 
7,179

 
(2,753
)
 
22,899

 
(4,087
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
DEUTSCHE SMALL MID CAP VALUE VIP
 
DREYFUS IP MIDCAP STOCK PORTFOLIO
 
DREYFUS VIF APPRECIATION PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(53
)
$
1,550

$
80

$
272

$
6,373

$
12,178

 
Net realized gain (loss) on investments
 
20,585

 
45,491

 
2,327

 
274

 
189,000

 
192,509

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(9,330
)
 
45,019

 
4,337

 
15,298

 
(157,448
)
 
6,992

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
11,202

 
92,060

 
6,744

 
15,844

 
37,925

 
211,679

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 
13,992

 
9,960

 
Transfers for contract benefits and terminations
 
(309
)
 
(87,835
)
 
(2,552
)
 
(1
)
 
(50,964
)
 
(119,159
)
 
Net transfers
 
(31,364
)
 
(19,369
)
 

 

 
(508,616
)
 
(359,967
)
 
Contract maintenance charges
 
(6
)
 

 

 

 
(17
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 
 
 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(31,679
)
 
(107,204
)
 
(2,552
)
 
(1
)
 
(545,605
)
 
(469,166
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(20,477
)
 
(15,144
)
 
4,192

 
15,843

 
(507,680
)
 
(257,487
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
288,214

 
303,358

 
62,646

 
46,803

 
1,068,124

 
1,325,611

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
267,737

$
288,214

$
66,838

$
62,646

$
560,444

$
1,068,124

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
438

 
339

 

 

 
7,400

 
4,433

 
Units redeemed
 
(2,514
)
 
(7,991
)
 
(105
)
 

 
(42,698
)
 
(38,033
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(2,076
)
 
(7,652
)
 
(105
)
 

 
(35,298
)
 
(33,600
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
DREYFUS VIF GROWTH AND INCOME PORTFOLIO
 
FEDERATED FUND FOR US GOVERNMENT SECURITIES II
 
FEDERATED MANAGED TAIL RISK FUND II
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(39
)
$
25

$
26,510

$
28,907

$
1,184

$
273

 
Net realized gain (loss) on investments
 
151

 
1,345

 
(1,613
)
 
(8,473
)
 
(37,187
)
 
2,517

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
5,609

 
16,428

 
53,506

 
(55,871
)
 
34,304

 
28,442

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
5,721

 
17,798

 
78,403

 
(35,437
)
 
(1,699
)
 
31,232

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 
1,010

 

 

 
Transfers for contract benefits and terminations
 

 

 
(40,629
)
 
(184,061
)
 
(29,045
)
 
(611
)
 
Net transfers
 
(1
)
 
(5,999
)
 
1,662,795

 
403,433

 
(101,614
)
 

 
Contract maintenance charges
 
(1
)
 

 
(28
)
 
(1
)
 
(9
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 
845

 
(836
)
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(2
)
 
(5,999
)
 
1,622,983

 
219,545

 
(130,668
)
 
(611
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
5,719

 
11,799

 
1,701,386

 
184,108

 
(132,367
)
 
30,621

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
62,570

 
50,771

 
1,511,018

 
1,326,910

 
232,596

 
201,975

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
68,289

$
62,570

$
3,212,404

$
1,511,018

$
100,229

$
232,596

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 

 

 
95,753

 
28,177

 

 

 
Units redeemed
 

 
(392
)
 
(5,853
)
 
(23,981
)
 
(8,060
)
 
(38
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 

 
(392
)
 
89,900

 
4,196

 
(8,060
)
 
(38
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
FEDERATED MANAGED VOLATILITY FUND II
 
FRANKLIN SMALL CAP VALUE SECURITIES FUND
 
GREAT-WEST SECURE-FOUNDATION BALANCED FUND
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
 
 








(1)
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
611

$
1,461

$
(830
)
$
1,087

$
18,512

 
Net realized gain (loss) on investments
 
10,647

 
1,675

 
38,451

 
21,118

 
33,639

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(11,742
)
 
9,755

 
(39,890
)
 
47,138

 
(7,334
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
(484
)
 
12,891

 
(2,269
)
 
69,343

 
44,817

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 

 
Transfers for contract benefits and terminations
 

 
(9,315
)
 
(21,235
)
 
(8,749
)
 
(3,579
)
 
Net transfers
 
(41,400
)
 

 
81,403

 
31,585

 
2,008,085

 
Contract maintenance charges
 
(1
)
 

 
(6
)
 
(2
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(41,401
)
 
(9,315
)
 
60,162

 
22,834

 
2,004,506

 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(41,885
)
 
3,576

 
57,893

 
92,177

 
2,049,323

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
68,723

 
65,147

 
276,204

 
184,027

 

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
26,838

$
68,723

$
334,097

$
276,204

$
2,049,323

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 

 

 
5,540

 
3,940

 
200,579

 
Units redeemed
 
(2,085
)
 
(485
)
 
(1,907
)
 
(2,229
)
 
(353
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(2,085
)
 
(485
)
 
3,633

 
1,711

 
200,226

 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period August 22, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. COMSTOCK FUND
 
INVESCO V.I. CORE EQUITY FUND
 
INVESCO V.I. GROWTH & INCOME FUND
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
3,212

$
4,453

$
18

$
743

$
6,915

$
4,866

 
Net realized gain (loss) on investments
 
65,786

 
1,730

 
1,243

 
18,754

 
160,724

 
108,792

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(24,470
)
 
123,996

 
7,309

 
16,058

 
(96,470
)
 
126,372

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
44,528

 
130,179

 
8,570

 
35,555

 
71,169

 
240,030

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 

 

 
Transfers for contract benefits and terminations
 
(38,171
)
 
(1,892
)
 
(441
)
 
(12,102
)
 
(37,719
)
 
(25,107
)
 
Net transfers
 
(47,570
)
 
199,424

 

 
(36,299
)
 
(145,286
)
 
(119,511
)
 
Contract maintenance charges
 

 

 
(19
)
 

 
(17
)
 
(4
)
 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(85,741
)
 
197,532

 
(460
)
 
(48,401
)
 
(183,022
)
 
(144,622
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(41,213
)
 
327,711

 
8,110

 
(12,846
)
 
(111,853
)
 
95,408

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
618,081

 
290,370

 
118,553

 
131,399

 
864,890

 
769,482

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
576,868

$
618,081

$
126,663

$
118,553

$
753,037

$
864,890

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
4,518

 
14,551

 

 

 
709

 
18,143

 
Units redeemed
 
(9,400
)
 
(715
)
 
(17
)
 
(1,993
)
 
(11,926
)
 
(23,719
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(4,882
)
 
13,836

 
(17
)
 
(1,993
)
 
(11,217
)
 
(5,576
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. HIGH YIELD FUND
 
INVESCO V.I. INTERNATIONAL GROWTH FUND
 
INVESCO V.I. MID CAP CORE EQUITY FUND
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
3,160

$
3,350

$
5,505

$
3,377

$
(434
)
$
(21
)
 
Net realized gain (loss) on investments
 
(26
)
 
(361
)
 
50,114

 
54,529

 
7,404

 
5,986

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(2,785
)
 
1,831

 
(55,662
)
 
54,424

 
(4,731
)
 
7,619

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
349

 
4,820

 
(43
)
 
112,330

 
2,239

 
13,584

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 
1,250

 

 

 

 
Transfers for contract benefits and terminations
 

 
(3,807
)
 
(6,533
)
 
(39,326
)
 

 

 
Net transfers
 
59,994

 
(2,000
)
 
78,187

 
(156,577
)
 
5,391

 
912

 
Contract maintenance charges
 
(16
)
 

 
(10
)
 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
59,978

 
(5,807
)
 
72,894

 
(195,903
)
 
5,391

 
912

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
60,327

 
(987
)
 
72,851

 
(83,573
)
 
7,630

 
14,496

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
82,629

 
83,616

 
600,878

 
684,451

 
62,396

 
47,900

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
142,956

$
82,629

$
673,729

$
600,878

$
70,026

$
62,396

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
6,119

 

 
23,095

 
6,972

 
760

 
686

 
Units redeemed
 
(1
)
 
(293
)
 
(18,956
)
 
(22,875
)
 
(228
)
 
(625
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
6,118

 
(293
)
 
4,139

 
(15,903
)
 
532

 
61



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. SMALL CAP EQUITY FUND
 
INVESCO V.I. TECHNOLOGY FUND
 
JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(538
)
$
(477
)
$
(1,918
)
$
(2,730
)
$
4,350

$
9,614

 
Net realized gain (loss) on investments
 
10,693

 
1,567

 
64,325

 
28,704

 
12,945

 
59,533

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(9,116
)
 
16,779

 
(42,428
)
 
44,946

 
17,870

 
48,112

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
1,039

 
17,869

 
19,979

 
70,920

 
35,165

 
117,259

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 

 

 
Transfers for contract benefits and terminations
 
(1,476
)
 

 
(35,218
)
 
(3,883
)
 
(25
)
 
(266,565
)
 
Net transfers
 
(12,072
)
 
12,424

 
(125,024
)
 

 

 

 
Contract maintenance charges
 

 

 
(33
)
 
(6
)
 
(25
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(13,548
)
 
12,424

 
(160,275
)
 
(3,889
)
 
(50
)
 
(266,565
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(12,509
)
 
30,293

 
(140,296
)
 
67,031

 
35,115

 
(149,306
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
78,958

 
48,665

 
363,062

 
296,031

 
463,398

 
612,704

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
66,449

$
78,958

$
222,766

$
363,062

$
498,513

$
463,398

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
183

 
964

 
228

 

 

 

 
Units redeemed
 
(755
)
 
(428
)
 
(43,653
)
 
(1,143
)
 
(2
)
 
(12,190
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(572
)
 
536

 
(43,425
)
 
(1,143
)
 
(2
)
 
(12,190
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES
 
JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
 
JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
16,395

$
16,327

$
11,526

$
15,212

$
68,173

$
69,020

 
Net realized gain (loss) on investments
 
85,959

 
91,864

 
3,105

 
24,298

 
(10,601
)
 
56,928

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
61,190

 
136,116

 
3,778

 
(46,084
)
 
50,665

 
(153,815
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
163,544

 
244,307

 
18,409

 
(6,574
)
 
108,237

 
(27,867
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
120

 
192,635

 

 

 
5,995

 
5,510

 
Transfers for contract benefits and terminations
 
(14,677
)
 
(236,227
)
 
(43,032
)
 
(47,930
)
 
(104,209
)
 
(487,194
)
 
Net transfers
 
308,719

 
404,544

 
4,534

 
(94,823
)
 
767,379

 
530,206

 
Contract maintenance charges
 
(62
)
 
(3
)
 
(14
)
 

 
(61
)
 
(2
)
 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 
323

 
(861
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
294,100

 
360,949

 
(38,512
)
 
(142,753
)
 
669,427

 
47,659

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
457,644

 
605,256

 
(20,103
)
 
(149,327
)
 
777,664

 
19,792

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
1,780,771

 
1,175,515

 
469,167

 
618,494

 
2,694,741

 
2,674,949

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
2,238,415

$
1,780,771

$
449,064

$
469,167

$
3,472,405

$
2,694,741

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
33,521

 
45,342

 
451

 

 
64,592

 
60,341

 
Units redeemed
 
(13,597
)
 
(19,791
)
 
(1,991
)
 
(6,803
)
 
(19,544
)
 
(57,803
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
19,924

 
25,551

 
(1,540
)
 
(6,803
)
 
45,048

 
2,538



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN GLOBAL RESEARCH PORTFOLIO
 
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
 
JANUS ASPEN JANUS PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2014
 
2013
 
 
 




(1)




INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
981

$
1,653

$
(5
)
$
(1,341
)
$
(144
)
 
Net realized gain (loss) on investments
 
19,421

 
28,216

 

 
29,960

 
3,182

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
10,043

 
78,591

 
54

 
3,507

 
58,701

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
30,445

 
108,460

 
49

 
32,126

 
61,739

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 

 
Transfers for contract benefits and terminations
 
(10,875
)
 
(3,080
)
 

 
(415
)
 
(7,575
)
 
Net transfers
 
(26,575
)
 
(62,654
)
 
2,500

 
(19,069
)
 

 
Contract maintenance charges
 
(80
)
 
(25
)
 

 
(94
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
666

 
(563
)
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(36,864
)
 
(66,322
)
 
2,500

 
(19,578
)
 
(7,575
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(6,419
)
 
42,138

 
2,549

 
12,548

 
54,164

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
440,617

 
398,479

 

 
270,978

 
216,814

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
434,198

$
440,617

$
2,549

$
283,526

$
270,978

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
2,401

 
(1,075
)
 
229

 

 

 
Units redeemed
 
(3,994
)
 
(3,272
)
 

 
(782
)
 
(402
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(1,593
)
 
(4,347
)
 
229

 
(782
)
 
(402
)
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period September 5, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES
 
JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES
 
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
10,509

$
4,391

$
14,287

$
6,248

$
7,955

$
2,313

 
Net realized gain (loss) on investments
 
(342
)
 
(53,702
)
 
15,723

 
(18,876
)
 
463

 
21,359

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(31,632
)
 
79,685

 
(68,407
)
 
50,310

 
(62,615
)
 
(52,828
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
(21,465
)
 
30,374

 
(38,397
)
 
37,682

 
(54,197
)
 
(29,156
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 
300

 
276

 
3,476

 
1,179

 
Transfers for contract benefits and terminations
 
(44,086
)
 
(130,906
)
 

 
(33,661
)
 
(41,030
)
 
(99,305
)
 
Net transfers
 
(4,150
)
 
(17,981
)
 
10,063

 
(77,074
)
 
278,365

 
(315,713
)
 
Contract maintenance charges
 
(58
)
 
(9
)
 
(23
)
 

 
(10
)
 
(2
)
 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
1,081

 
(678
)
 
 
 

 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(47,213
)
 
(149,574
)
 
10,340

 
(110,459
)
 
240,801

 
(413,841
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(68,678
)
 
(119,200
)
 
(28,057
)
 
(72,777
)
 
186,604

 
(442,997
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
224,421

 
343,621

 
293,505

 
366,282

 
638,265

 
1,081,262

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
155,743

$
224,421

$
265,448

$
293,505

$
824,869

$
638,265

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
147

 
170

 
2,754

 
576

 
22,549

 
8,325

 
Units redeemed
 
(1,759
)
 
(5,933
)
 
(1,709
)
 
(12,060
)
 
(7,817
)
 
(32,816
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(1,612
)
 
(5,763
)
 
1,045

 
(11,484
)
 
14,732

 
(24,491
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
LVIP BARON GROWTH OPPORTUNITIES FUND
 
MFS INTERNATIONAL VALUE PORTFOLIO
 
MFS UTILITIES SERIES
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(13,036
)
$
(6,494
)
$
8,029

$
2,928

$
4,533

$
2,959

 
Net realized gain (loss) on investments
 
409,946

 
347,442

 
66,218

 
50,183

 
19,157

 
40,280

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(356,193
)
 
251,423

 
(67,637
)
 
103,240

 
12,806

 
11,015

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
40,717

 
592,371

 
6,610

 
156,351

 
36,496

 
54,254

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
3,479

 
550

 
4,228

 
550

 
1,699

 
300

 
Transfers for contract benefits and terminations
 
(90,782
)
 
(131,045
)
 
(33,978
)
 
(147,636
)
 
(2,455
)
 
(1,345
)
 
Net transfers
 
(531,550
)
 
18,240

 
114,107

 
84,708

 
19,798

 
(81,424
)
 
Contract maintenance charges
 
(40
)
 

 
(30
)
 
(17
)
 
(15
)
 
(4
)
 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
593


(106
)

1,255


1,747





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(618,300
)
 
(112,361
)
 
85,582

 
(60,648
)
 
19,027

 
(82,473
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(577,583
)
 
480,010

 
92,192

 
95,703

 
55,523

 
(28,219
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
2,041,487

 
1,561,477

 
707,923

 
612,220

 
321,721

 
349,940

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
1,463,904

$
2,041,487

$
800,115

$
707,923

$
377,244

$
321,721

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
4,756

 
16,638

 
14,851

 
6,718

 
3,538

 
7,011

 
Units redeemed
 
(22,911
)
 
(24,160
)
 
(10,131
)
 
(9,988
)
 
(2,318
)
 
(14,278
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(18,155
)
 
(7,522
)
 
4,720

 
(3,270
)
 
1,220

 
(7,267
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
 
NVIT MID CAP INDEX FUND
 
OPPENHEIMER GLOBAL FUND/VA
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(25
)
$
(9
)
$
1,491

$
284

$
2,589

$
5,753

 
Net realized gain (loss) on investments
 
477

 
(1,463
)
 
71,628

 
100,862

 
161,513

 
89,607

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
1,697

 
6,877

 
(21,582
)
 
11,040

 
(151,454
)
 
162,703

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
2,149

 
5,405

 
51,537

 
112,186

 
12,648

 
258,063

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 
3,479

 
1,376

 
Transfers for contract benefits and terminations
 

 
(2,750
)
 
(3,983
)
 
(6,370
)
 
(95,353
)
 
(27,724
)
 
Net transfers
 
(1
)
 
(3,698
)
 
257,669

 
(8,806
)
 
(57,108
)
 
(167,087
)
 
Contract maintenance charges
 
(4
)
 

 
(7
)
 
(13
)
 
(25
)
 
(5
)
 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 
282

 
(110
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(5
)
 
(6,448
)
 
253,679

 
(15,189
)
 
(148,725
)
 
(193,550
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
2,144

 
(1,043
)
 
305,216

 
96,997

 
(136,077
)
 
64,513

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
17,053

 
18,096

 
445,969

 
348,972

 
1,155,854

 
1,091,341

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
19,197

$
17,053

$
751,185

$
445,969

$
1,019,777

$
1,155,854

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 

 

 
18,564

 
7,760

 
8,374

 
1,530

 
Units redeemed
 

 
(515
)
 
(3,940
)
 
(7,969
)
 
(9,884
)
 
(10,535
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 

 
(515
)
 
14,624

 
(209
)
 
(1,510
)
 
(9,005
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA
 
OPPENHIEMER INTERNATIONAL GROWTH FUND/VA
 
PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO
 
 
 
2014
 
2014
 
2013
 
2014
 
 
 
(1)





(2)
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(65
)
$
2,128

$
875

$

 
Net realized gain (loss) on investments
 
2

 
34,484

 
5,199

 
(1
)
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
   on investments
 
2,136

 
(61,473
)
 
23,571

 
(1,483
)
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
   from operations
 
2,073

 
(24,861
)
 
29,645

 
(1,484
)
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
Purchase payments received
 
2,380

 
3,579

 
600

 

 
Transfers for contract benefits and terminations
 

 

 

 

 
Net transfers
 
34,308

 
90,924

 
91,280

 
7,499

 
Contract maintenance charges
 

 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
   contract transactions
 
36,688

 
94,503

 
91,880

 
7,499

 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
38,761

 
69,642

 
121,525

 
6,015

 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
Beginning of period
 

 
201,405

 
79,880

 

 
 
 
 
 
 
 
 
 
 
 
End of period
$
38,761

$
271,047

$
201,405

$
6,015

 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
Units issued
 
3,530

 
12,985

 
8,789

 
813

 
Units redeemed
 

 
(5,924
)
 
(1,010
)
 

 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
3,530

 
7,061

 
7,779

 
813

 
 
 
 
 
 
 
 
 
 
(1
)
For the period August 13, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
(2
)
For the period September 5, 2014 to December 31, 2014
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
PIMCO VIT HIGH YIELD PORTFOLIO
 
PIMCO VIT LOW DURATION PORTFOLIO
 
PIMCO VIT TOTAL RETURN PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
85,337

$
115,267

$
12,501

$
21,183

$
53,474

$
82,256

 
Net realized gain (loss) on investments
 
34,278

 
88,619

 
40,183

 
53,285

 
26,809

 
110,167

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(52,226
)
 
(98,156
)
 
(48,917
)
 
(109,454
)
 
75,975

 
(374,646
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
67,389

 
105,730

 
3,767

 
(34,986
)
 
156,258

 
(182,223
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
4,795

 
4,495

 

 

 

 

 
Transfers for contract benefits and terminations
 
(27,713
)
 
(244,381
)
 
(278,373
)
 
(258,959
)
 
(242,141
)
 
(446,078
)
 
Net transfers
 
(1,696,655
)
 
(55,203
)
 
(158,022
)
 
936,409

 
(2,590,734
)
 
(3,697
)
 
Contract maintenance charges
 
(10
)
 

 
(39
)
 
(1
)
 
(52
)
 
(5
)
 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
2,443

 
(439
)
 

 

 
965

 
(947
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(1,717,140
)
 
(295,528
)
 
(436,434
)
 
677,449

 
(2,831,962
)
 
(450,727
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(1,649,751
)
 
(189,798
)
 
(432,667
)
 
642,463

 
(2,675,704
)
 
(632,950
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
2,545,501

 
2,735,299

 
3,889,525

 
3,247,062

 
5,665,059

 
6,298,009

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
895,750

$
2,545,501

$
3,456,858

$
3,889,525

$
2,989,355

$
5,665,059

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
10,562

 
91,765

 
45,831

 
99,261

 
20,720

 
95,558

 
Units redeemed
 
(99,408
)
 
(110,426
)
 
(78,617
)
 
(47,153
)
 
(205,457
)
 
(128,325
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(88,846
)
 
(18,661
)
 
(32,786
)
 
52,108

 
(184,737
)
 
(32,767
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
PIONEER EMERGING MARKETS VCT PORTFOLIO
 
PIONEER FUND VCT PORTFOLIO
 
PIONEER MID CAP VALUE VCT PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(31
)
$
4

$
696

$
998

$
(264
)
$
(124
)
 
Net realized gain (loss) on investments
 
22

 
(6
)
 
30,914

 
15,057

 
19,977

 
1,728

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(656
)
 
(151
)
 
(11,767
)
 
41,638

 
(3,274
)
 
26,652

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
(665
)
 
(153
)
 
19,843

 
57,693

 
16,439

 
28,256

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 
2,439

 
660

 

 

 
Transfers for contract benefits and terminations
 

 

 
(18,903
)
 
(2,708
)
 
(5,089
)
 
(515
)
 
Net transfers
 

 

 
(39,969
)
 
(10,684
)
 
5,627

 
1,778

 
Contract maintenance charges
 

 

 

 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 

 

 
(56,433
)
 
(12,732
)
 
538

 
1,263

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(665
)
 
(153
)
 
(36,590
)
 
44,961

 
16,977

 
29,519

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
4,913

 
5,066

 
225,822

 
180,861

 
119,657

 
90,138

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
4,248

$
4,913

$
189,232

$
225,822

$
136,634

$
119,657

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 

 

 
1,117

 
674

 
517

 
424

 
Units redeemed
 

 

 
(4,881
)
 
(1,668
)
 
(496
)
 
(335
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 

 

 
(3,764
)
 
(994
)
 
21

 
89



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
 
PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
 
PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(1,262
)
$
(1,296
)
$
(1,885
)
$
(1,713
)
$
(639
)
$
(678
)
 
Net realized gain (loss) on investments
 
50,463

 
21,558

 
18,748

 
48,148

 
(508
)
 
(7,703
)
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(37,831
)
 
34,960

 
(4,665
)
 
15,566

 
(12,807
)
 
14,580

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
11,370

 
55,222

 
12,198

 
62,001

 
(13,954
)
 
6,199

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
3,479

 
1,178

 

 

 

 

 
Transfers for contract benefits and terminations
 
(52,985
)
 
(927
)
 
(34,632
)
 
(3,558
)
 
(2,239
)
 
(11,625
)
 
Net transfers
 
(20,576
)
 
(27,323
)
 
125,073

 
(185,165
)
 
(4,497
)
 
(13,662
)
 
Contract maintenance charges
 
(13
)
 

 
(12
)
 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(70,095
)
 
(27,072
)
 
90,429

 
(188,723
)
 
(6,736
)
 
(25,287
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(58,725
)
 
28,150

 
102,627

 
(126,722
)
 
(20,690
)
 
(19,088
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
173,751

 
145,601

 
157,115

 
283,837

 
75,186

 
94,274

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
115,026

$
173,751

$
259,742

$
157,115

$
54,496

$
75,186

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
903

 
3,014

 
7,922

 

 
198

 

 
Units redeemed
 
(4,028
)
 
(3,851
)
 
(2,603
)
 
(13,242
)
 
(633
)
 
(1,789
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(3,125
)
 
(837
)
 
5,319

 
(13,242
)
 
(435
)
 
(1,789
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
PUTNAM VT AMERICAN GOVERNMENT INCOME FUND
 
PUTNAM VT EQUITY INCOME FUND
 
PUTNAM VT GLOBAL HEALTH CARE FUND
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(270
)
$
17

$
581

$
1,092

$
(2,664
)
$
38

 
Net realized gain (loss) on investments
 
14

 

 
19,085

 
8,225

 
83,492

 
569

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
840

 
(46
)
 
37,168

 
27,490

 
16,396

 
36,309

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
584

 
(29
)
 
56,834

 
36,807

 
97,224

 
36,916

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 

 
15,158

 
10,790

 
Transfers for contract benefits and terminations
 

 

 
(75,631
)
 
(10,547
)
 
(40,210
)
 
(10
)
 
Net transfers
 
218,647

 
2

 
728,175

 
94,452

 
320,037

 
96,151

 
Contract maintenance charges
 

 

 
(4
)
 

 
(8
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
218,647

 
2

 
652,540

 
83,905

 
294,977

 
106,931

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
219,231

 
(27
)
 
709,374

 
120,712

 
392,201

 
143,847

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
2,508

 
2,535

 
199,387

 
78,675

 
210,048

 
66,201

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
221,739

$
2,508

$
908,761

$
199,387

$
602,249

$
210,048

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
19,797

 

 
44,350

 
8,192

 
31,582

 
22,400

 
Units redeemed
 
(231
)
 

 
(5,348
)
 
(2,457
)
 
(12,142
)
 
(14,407
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
19,566

 

 
39,002

 
5,735

 
19,440

 
7,993



The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
PUTNAM VT INVESTORS FUND
 
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
 
SCHWAB MARKETTRACK GROWTH PORTFOLIO II
 
 
 
2014
 
2014
 
2013
 
2014
 
2013
 
 
 
(1)
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(103
)
$
(1,848
)
$
86

$
3,987

$
6,440

 
Net realized gain (loss) on investments
 
2

 
69,041

 
69,637

 
34,713

 
7,376

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
1,495

 
(65,782
)
 
32,656

 
(3,260
)
 
130,958

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
1,394

 
1,411

 
102,379

 
35,440

 
144,774

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 

 

 

 
60

 
60

 
Transfers for contract benefits and terminations
 

 

 
(4,383
)
 
(60,780
)
 
(19,938
)
 
Net transfers
 
50,516

 
(135,524
)
 
(161,137
)
 
99,147

 
(48,784
)
 
Contract maintenance charges
 

 

 

 
(31
)
 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 
(84,864
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
50,516

 
(135,524
)
 
(165,520
)
 
(46,468
)
 
(68,662
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
51,910

 
(134,113
)
 
(63,141
)
 
(11,028
)
 
76,112

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 

 
327,249

 
390,390

 
721,404

 
645,292

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
51,910

$
193,136

$
327,249

$
710,376

$
721,404

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
4,743

 
942

 
155

 
3,285

 
571

 
Units redeemed
 

 
(7,141
)
 
(8,872
)
 
(3,260
)
 
(3,299
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
4,743

 
(6,199
)
 
(8,717
)
 
25

 
(2,728
)
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period July 1, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
SCHWAB MONEY MARKET PORTFOLIO
 
SCHWAB S&P 500 INDEX PORTFOLIO
 
SENTINEL VARIABLE PRODUCTS BOND FUND
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(49,044
)
$
(61,232
)
$
76,824

$
77,422

$
25,273

$
1,615

 
Net realized gain (loss) on investments
 

 

 
451,742

 
288,758

 
307

 
557

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 

 

 
767,451

 
2,107,943

 
(26,634
)
 
(4,210
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
(49,044
)
 
(61,232
)
 
1,296,017

 
2,474,123

 
(1,054
)
 
(2,038
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
4,964,284

 
1,845,495

 
2,490

 
3,601

 

 

 
Transfers for contract benefits and terminations
 
(285,512
)
 
(3,151,399
)
 
(202,929
)
 
(429,340
)
 
(20,562
)
 
(52,194
)
 
Net transfers
 
(2,401,077
)
 
(1,069,930
)
 
107,731

 
611,016

 
827,376

 
(70,736
)
 
Contract maintenance charges
 
(1,024
)
 
(1,149
)
 
(296
)
 
(5
)
 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 
1,718

 
(4,581
)
 
4,687

 
(1,122
)
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
2,278,389

 
(2,381,564
)
 
(88,317
)
 
184,150

 
806,814

 
(122,930
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
2,229,345

 
(2,442,796
)
 
1,207,700

 
2,658,273

 
805,760

 
(124,968
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
5,258,608

 
7,701,404

 
10,459,026

 
7,800,753

 
88,265

 
213,233

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
7,487,953

$
5,258,608

$
11,666,726

$
10,459,026

$
894,025

$
88,265

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
829,490

 
643,232

 
79,648

 
93,119

 
68,101

 
1,689

 
Units redeemed
 
(636,471
)
 
(834,912
)
 
(60,615
)
 
(67,436
)
 
(1,598
)
 
(11,453
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
193,019

 
(191,680
)
 
19,033

 
25,683

 
66,503

 
(9,764
)


The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND
 
SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
 
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO
 
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
 
 
 
 
 
 
 
 
 
 
(1)
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
562

$
3,203

$
(244
)
$
(404
)
$
(197
)
 
Net realized gain (loss) on investments
 
65,002

 
57,443

 
9,930

 
18,390

 
5,886

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(44,126
)
 
4,226

 
(7,915
)
 
4,184

 
3,760

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
21,438

 
64,872

 
1,771

 
22,170

 
9,449

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
14,992

 
9,960

 

 

 

 
Transfers for contract benefits and terminations
 
140

 

 

 
(13,909
)
 

 
Net transfers
 
(243,616
)
 
68,185

 
(59,150
)
 
19,682

 
70,710

 
Contract maintenance charges
 
(4
)
 

 

 

 

 
Adjustments to net assets allocated to contracts
 
 
 
 
 
 
 
 
 
 
 
   in payout phase
 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(228,488
)
 
78,145

 
(59,150
)
 
5,773

 
70,710

 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(207,050
)
 
143,017

 
(57,379
)
 
27,943

 
80,159

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
350,880

 
207,863

 
93,577

 
65,634

 

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
$
143,830

$
350,880

$
36,198

$
93,577

$
80,159

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
5,126

 
11,160

 
1,454

 
920

 
6,568

 
Units redeemed
 
(15,141
)
 
(7,566
)
 
(3,981
)
 
(669
)
 
(191
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(10,015
)
 
3,594

 
(2,527
)
 
251

 
6,377

 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period July 1, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
TEMPLETON FOREIGN VIP FUND

TEMPLETON GLOBAL BOND VIP FUND

THIRD AVENUE VALUE PORTFOLIO
 
 
 
2014
 
2013

2014

2014

2013
 
 
 
 
 
 

(1)




INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 






 
 
 
 
 
 






OPERATIONS:
 
 
 
 






 
Net investment income (loss)
$
5,856

$
3,074

$
3,562

$
3,073

$
5,280

 
Net realized gain (loss) on investments
 
5,028

 
3,129


(157
)

19,520


25,525

 
Change in net unrealized appreciation (depreciation)
 
 
 
 






 
   on investments
 
(77,757
)
 
32,157


(7,357
)

(16,100
)

3,362

 
 
 
 
 
 






 
Increase (decrease) in net assets resulting
 
 
 
 






 
   from operations
 
(66,873
)
 
38,360


(3,952
)

6,493


34,167

 
 
 
 
 
 






CONTRACT TRANSACTIONS:
 
 
 
 






 
Purchase payments received
 

 







 
Transfers for contract benefits and terminations
 
(23,505
)
 
(2,880
)



(18,119
)

(4,328
)
 
Net transfers
 
286,664

 
152,325


270,777


(36,951
)

(88,843
)
 
Contract maintenance charges
 

 




(13
)


 
Adjustments to net assets allocated to contracts
 
 
 
 






 
   in payout phase
 

 




1,282


(23
)
 
 
 
 
 
 






 
Increase (decrease) in net assets resulting from
 
 
 
 






 
   contract transactions
 
263,159

 
149,445


270,777


(53,801
)

(93,194
)
 
 
 
 
 
 






 
Total increase (decrease) in net assets
 
196,286

 
187,805


266,825


(47,308
)

(59,027
)
 
 
 
 
 
 






NET ASSETS:
 
 
 
 






 
Beginning of period
 
277,532

 
89,727




149,407


208,434

 
 
 
 
 
 






 
End of period
$
473,818

$
277,532

$
266,825

$
102,099

$
149,407

 
 
 
 
 
 






CHANGES IN UNITS OUTSTANDING:
 
 
 
 






 
Units issued
 
23,236

 
14,760


26,958


212


230

 
Units redeemed
 
(4,310
)
 
(2,488
)

(281
)

(5,060
)

(9,325
)
 
 
 
 
 
 






 
Net increase (decrease)
 
18,926

 
12,272


26,677


(4,848
)

(9,095
)
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period June 2, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 
 
TOUCHSTONE VST MID CAP GROWTH FUND

UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO

VAN ECK VIP GLOBAL HARD ASSETS FUND
 
 
 
2014

2013

2014

2013

2014

2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
$
(1,191
)
$
(450
)
$
4,996

$
2,242

$
(2,765
)
$
(644
)
 
Net realized gain (loss) on investments

28,257


1,540


109,973


49,069


(377
)

1,557

 
Change in net unrealized appreciation (depreciation)












 
   on investments

(10,326
)

18,663


133,012


(33,454
)

(86,111
)

30,992

 
 












 
Increase (decrease) in net assets resulting












 
   from operations

16,740


19,753


247,981


17,857


(89,253
)

31,905

 
 












CONTRACT TRANSACTIONS:












 
Purchase payments received

15,158


10,790


5,665


5,750





 
Transfers for contract benefits and terminations



(537
)

(122,531
)

(107,111
)



(66,544
)
 
Net transfers

50,580


6,920


(38,272
)

(49,072
)

54,723


107,862

 
Contract maintenance charges





(75
)

(2
)




 
Adjustments to net assets allocated to contracts












 
   in payout phase





2,556


(2,957
)




 
 












 
Increase (decrease) in net assets resulting from












 
   contract transactions

65,738


17,173


(152,657
)

(153,392
)

54,723


41,318

 
 












 
Total increase (decrease) in net assets

82,478


36,926


95,324


(135,535
)

(34,530
)

73,223

 
 












NET ASSETS:












 
Beginning of period

86,929


50,003


990,818


1,126,353


377,882


304,659

 
 












 
End of period
$
169,407

$
86,929

$
1,086,142

$
990,818

$
343,352

$
377,882

 
 












CHANGES IN UNITS OUTSTANDING:












 
Units issued

4,143


926


3,629


1,519


3,452


7,188

 
Units redeemed

(1,245
)

(29
)

(7,644
)

(5,488
)

(288
)

(4,420
)
 
 












 
Net increase (decrease)

2,898


897


(4,015
)

(3,969
)

3,164


2,768

 
 
 
 
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 

VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND

VANGUARD VIF MID-CAP INDEX PORTFOLIO

VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO
 
 

2014

2013

2014

2014
 
 





(1)

(1)
INCREASE (DECREASE) IN NET ASSETS:








 
 








OPERATIONS:








 
Net investment income (loss)
$
29,725

$
12,137

$
(24
)
$
(24
)
 
Net realized gain (loss) on investments

4,940


(2,527
)

1


1

 
Change in net unrealized appreciation (depreciation)








 
   on investments

(16,836
)

(86,853
)

774


1,169

 
 








 
Increase (decrease) in net assets resulting








 
   from operations

17,829


(77,243
)

751


1,146

 
 








CONTRACT TRANSACTIONS:








 
Purchase payments received








 
Transfers for contract benefits and terminations

(66,306
)

(86,804
)




 
Net transfers

(155,726
)

(46,947
)

26,825


26,825

 
Contract maintenance charges

(12
)






 
Adjustments to net assets allocated to contracts








 
   in payout phase








 
 








 
Increase (decrease) in net assets resulting from








 
   contract transactions

(222,044
)

(133,751
)

26,825


26,825

 
 








 
Total increase (decrease) in net assets

(204,215
)

(210,994
)

27,576


27,971

 
 








NET ASSETS:








 
Beginning of period

656,637


867,631





 
 








 
End of period
$
452,422

$
656,637

$
27,576

$
27,971

 
 








CHANGES IN UNITS OUTSTANDING:








 
Units issued

2,281


8,107


2,551


2,589

 
Units redeemed

(20,400
)

(18,865
)




 
 








 
Net increase (decrease)

(18,119
)

(10,758
)

2,551


2,589

 
 
 
 
 
 
 
 
 
 
(1
)
For the period October 29, 2014 to December 31, 2014
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 

WELLS FARGO ADVANTAGE VT DISCOVERY FUND

WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND

WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND
 
 

2014

2013

2014

2014

2013
 
 





(1)




INCREASE (DECREASE) IN NET ASSETS:










 
 










OPERATIONS:










 
Net investment income (loss)
$
(302
)
$
(319
)
$
(42
)
$
(1,032
)
$
(831
)
 
Net realized gain (loss) on investments

9,991


5,554


1


24,355


33,304

 
Change in net unrealized appreciation (depreciation)










 
   on investments

(11,335
)

9,726


344


(11,490
)

1,093

 
 










 
Increase (decrease) in net assets resulting










 
   from operations

(1,646
)

14,961


303


11,833


33,566

 
 










CONTRACT TRANSACTIONS:










 
Purchase payments received

17,471


11,337




2,379



 
Transfers for contract benefits and terminations







(4,597
)

(3,532
)
 
Net transfers

(17,492
)

(20,153
)

15,570


(14,516
)

(53,792
)
 
Contract maintenance charges







(7
)


 
Adjustments to net assets allocated to contracts










 
   in payout phase







1,936


(421
)
 
 










 
Increase (decrease) in net assets resulting from










 
   contract transactions

(21
)

(8,816
)

15,570


(14,805
)

(57,745
)
 
 










 
Total increase (decrease) in net assets

(1,667
)

6,145


15,873


(2,972
)

(24,179
)
 
 










NET ASSETS:










 
Beginning of period

49,801


43,656




111,977


136,156

 
 










 
End of period
$
48,134

$
49,801

$
15,873

$
109,005

$
111,977

 
 










CHANGES IN UNITS OUTSTANDING:










 
Units issued

2,169


1,065


1,466


2,906


1,356

 
Units redeemed

(2,249
)

(1,734
)



(3,543
)

(5,154
)
 
 










 
Net increase (decrease)

(80
)

(669
)

1,466


(637
)

(3,798
)
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the period August 13, 2014 to December 31, 2014
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2014 AND 2013


 
 
INVESTMENT DIVISIONS
 
 

WELLS FARGO ADVANTAGE VT SMALL CAP VALUE FUND
 
 

2014

2013
 
 




INCREASE (DECREASE) IN NET ASSETS:




 
 




OPERATIONS:




 
Net investment income (loss)
$
(1,025
)
$
(321
)
 
Net realized gain (loss) on investments

(4,625
)

(982
)
 
Change in net unrealized appreciation (depreciation)




 
   on investments

13,485


28,285

 
 




 
Increase (decrease) in net assets resulting




 
   from operations

7,835


26,982

 
 




CONTRACT TRANSACTIONS:




 
Purchase payments received




 
Transfers for contract benefits and terminations

(50,751
)


 
Net transfers

(4,000
)

(6,908
)
 
Contract maintenance charges

(5
)


 
Adjustments to net assets allocated to contracts




 
   in payout phase




 
 




 
Increase (decrease) in net assets resulting from




 
   contract transactions

(54,756
)

(6,908
)
 
 




 
Total increase (decrease) in net assets

(46,921
)

20,074

 
 




NET ASSETS:




 
Beginning of period

216,872


196,798

 
 




 
End of period
$
169,951

$
216,872

 
 




CHANGES IN UNITS OUTSTANDING:




 
Units issued




 
Units redeemed

(2,918
)

(389
)
 
 




 
Net increase (decrease)

(2,918
)

(389
)
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
(Concluded)



VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2014


1.
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Variable Annuity-1 Series Account (the Series Account), a separate account of Great-West Life & Annuity Insurance Company of New York (the Company), is registered as a unit investment trust under the Investment Company Act of 1940, as amended, and exists in accordance with regulations of the New York State Department of Financial Services. The Series Account is an investment company and, therefore, applies specialized accounting guidance in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies” (ASC Topic 946). It is a funding vehicle for individual variable annuity contracts. The Series Account consists of numerous investment divisions (Investment Divisions), each being treated as an individual accounting entity for financial reporting purposes, and each investing all of its investible assets in the named underlying mutual fund.
Under applicable insurance law, the assets and liabilities of each of the Investment Divisions of the Series Account are clearly identified and distinguished from the Company's other assets and liabilities. The portion of the Series Account's assets applicable to the reserves and other contract liabilities with respect to the Series Account is not chargeable with liabilities arising out of any other business the Company may conduct.
The preparation of financial statements and financial highlights of each of the Investment Divisions in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and financial highlights and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Security Valuation
Mutual fund investments held by the Investment Divisions are valued at the reported net asset values of such underlying mutual funds, which value their investment securities at fair value.
The Series Account classifies its valuations into three levels based upon the observability of inputs to the valuation of the Series Account’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:
Level 1 - Unadjusted quoted prices for identical securities in active markets.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.
Level 3 - Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect the reporting entity’s own assumptions and would be based on the best information available under the circumstances.

As of December 31, 2014, the only investments of each of the Investment Divisions of the Series Account were in underlying mutual funds that are actively traded, therefore 100% of the investments are valued using Level 1 inputs. The Series Account recognizes transfers between the levels as of the beginning of the quarter in which the transfer occurred.  There were no transfers between Levels 1 and 2 during the year.



Security Transactions and Investment Income
Transactions are recorded on the trade date. Realized gains and losses on sales of investments are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date and the amounts distributed to the Investment Division for its share of dividends are reinvested in additional full and fractional shares of the related mutual funds.
Contracts in the Payout Phase
Net assets of each Investment Division allocated to contracts in the payout phase are computed according to the 2000 Individual Annuitant Mortality Table. The assumed investment return is 5 percent. The mortality risk is fully borne by the Company and may result in additional amounts being transferred into the Series Account by the Company to cover greater longevity of annuitants than expected. Conversely, if amounts allocated exceed amounts required, transfers may be made to the Company. Any adjustments to these amounts are reflected in Adjustments to net assets allocated to contracts in payout phase on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Federal Income Taxes
The operations of each of the Investment Divisions of the Series Account are included in the federal income tax return of the Company, which is taxed as a life insurance company under the provisions of the Internal Revenue Code (IRC). The Company is included in the consolidated federal tax return of Great-West Lifeco U.S. Inc. Under the current provisions of the IRC, the Company does not expect to incur federal income taxes on the earnings of each of the Investment Divisions of the Series Account to the extent the earnings are credited under the contracts. Based on this, no charge is being made currently to the Series Account for federal income taxes. The Company will periodically review the status of the federal income tax policy in the event of changes in the tax law. A charge may be made in future years for any federal income taxes that would be attributable to the contracts.
Purchase Payments Received
Purchase payments received from contract owners by the Company are credited as accumulation units, and are reported as Contract Transactions on the Statement of Changes in Net Assets of the applicable Investment Divisions.
Net Transfers
Net transfers include transfers between Investment Divisions of the Series Account as well as transfers between other investment options of the Company, not included in the Series Account.

2.
PURCHASES AND SALES OF INVESTMENTS
The cost of purchases and proceeds from sales of investments for the year ended December 31, 2014 were as follows:
Investment Division
 
Purchases
 
Sales
Alger Large Cap Growth Portfolio
 
$
392,120

 
$
251,935

Alger Mid Cap Growth Portfolio
 
60,543

 
50,235

Alliancebernstein VPS Growth And Income Portfolio
 
698

 
434

Alliancebernstein VPS Growth Portfolio
 
1,333

 
585




Investment Division
 
Purchases
 
Sales
Alliancebernstein VPS International Growth Portfolio
 
$
9,959

 
$
112,661

Alliancebernstein VPS International Value Portfolio
 
5,301

 
16,163

Alliancebernstein VPS Real Estate Investment Portfolio
 
131,009

 
103,002

Alliancebernstein VPS Small/Mid Cap Value Portfolio
 
61,086

 
113,417

American Century Investments VP Balanced Fund
 
211,142

 
61,942

American Century Investments VP Income & Growth Fund
 
10,149

 
5,214

American Century Investments VP International Fund
 
17,034

 
128,784

American Century Investments VP Mid Cap Value Fund
 
198,843

 
322,504

American Century Investments VP Value Fund
 
351,400

 
184,188

Blackrock Global Allocation VI Fund
 
111,240

 
1,696

Columbia Variable Portfolio - Marsico 21St Century Fund
 
60,323

 
21,251

Columbia Variable Portfolio - Seligman Global Technology Fund
 
293,041

 
160,913

Columbia Variable Portfolio - Small Cap Value Fund
 
10,171

 
8,659

Delaware VIP Emerging Markets Series
 
3,392

 
1

Delaware VIP Small Cap Value Series
 
101,433

 
180,368

Delaware VIP Smid Cap Growth Series
 
74,176

 
249,718

Deutsche Capital Growth VIP
 
191,141

 
187,528

Deutsche Core Equity VIP
 
18,373

 
144,107

Deutsche Large Cap Value VIP
 
126,334

 
26,074

Deutsche Small Cap Index VIP
 
515,104

 
94,983

Deutsche Small Mid Cap Value VIP
 
10,239

 
40,698

Dreyfus IP Midcap Stock Portfolio
 
950

 
3,087

Dreyfus VIF Appreciation Portfolio
 
154,847

 
675,186

Dreyfus VIF Growth And Income Portfolio
 
511

 
551

Federated Fund For Us Government Securities II
 
1,778,545

 
129,702

Federated Managed Tail Risk Fund II
 
26,952

 
131,753

Federated Managed Volatility Fund II
 
2,699

 
41,664

Franklin Small Cap Value Securities Fund
 
114,246

 
33,508

Great-West Securefoundation Balanced Fund
 
2,063,583

 
6,650

Invesco V.I. Comstock Fund
 
81,417

 
163,951

Invesco V.I. Core Equity Fund
 
1,671

 
1,516

Invesco V.I. Growth & Income Fund
 
107,618

 
198,998

Invesco V.I. High Yield Fund
 
63,909

 
765

Invesco V.I. International Growth Fund
 
321,262

 
242,851

Invesco V.I. Mid Cap Core Equity Fund
 
16,808

 
4,671

Invesco V.I. Small Cap Equity Fund
 
9,657

 
18,415

Invesco V.I. Technology Fund
 
20,514

 
164,709

Janus Aspen Balanced Portfolio Institutional Shares
 
20,986

 
4,145

Janus Aspen Balanced Portfolio Service Shares
 
601,097

 
236,230

Janus Aspen Flexible Bond Portfolio Institutional Shares
 
19,934

 
46,923

Janus Aspen Flexible Bond Portfolio Service Shares
 
1,044,482

 
307,107




Investment Division
 
Purchases
 
Sales
Janus Aspen Global Research Portfolio
 
$
27,233

 
$
63,788

Janus Aspen Global Technology Portfolio
 
2,500

 
5

Janus Aspen Janus Portfolio
 
21,029

 
21,931

Janus Aspen Overseas Portfolio Institutional Shares
 
26,878

 
49,995

Janus Aspen Overseas Portfolio Service Shares
 
64,918

 
19,698

Lazard Retirement Emerging Markets Equity Portfolio
 
395,194

 
138,832

LVIP Baron Growth Opportunities Fund
 
107,505

 
728,544

MFS International Value Portfolio
 
309,027

 
216,658

MFS Utilities Series
 
71,864

 
34,490

Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio
 
590

 
156

NVIT Mid Cap Index Fund
 
385,690

 
91,273

Oppenheimer Global Fund/VA
 
156,085

 
256,846

Oppenheimer Main Street Small Cap Fund/VA
 
36,688

 
61

Oppenhiemer International Growth Fund/VA
 
183,435

 
79,828

Pimco VIT Commodity RealReturn Strategy Portfolio
 
7,514

 
14

Pimco VIT High Yield Portfolio
 
265,800

 
1,900,240

Pimco VIT Low Duration Portfolio
 
636,385

 
1,060,351

Pimco VIT Total Return Portfolio
 
403,563

 
3,183,323

Pioneer Emerging Markets VCT Portfolio
 
37

 
41

Pioneer Fund VCT Portfolio
 
30,151

 
73,290

Pioneer Mid Cap Value VCT Portfolio
 
25,198

 
8,286

Pioneer Select Mid Cap Growth VCT Portfolio
 
48,741

 
87,616

Prudential Series Fund Equity Portfolio
 
136,087

 
47,531

Prudential Series Fund Natural Resources Portfolio
 
3,206

 
10,584

Putnam VT American Government Income Fund
 
221,346

 
2,945

Putnam VT Equity Income Fund
 
736,396

 
83,198

Putnam VT Global Health Care Fund
 
526,040

 
201,824

Putnam VT Investors Fund
 
50,516

 
98

Royce Capital Fund - Small-Cap Portfolio
 
43,583

 
158,298

Schwab Markettrack Growth Portfolio II
 
154,054

 
85,736

Schwab Money Market Portfolio
 
8,747,196

 
6,519,316

Schwab S&P 500 Index Portfolio
 
1,494,706

 
1,510,767

Sentinel Variable Products Bond Fund
 
854,892

 
22,719

Sentinel Variable Products Common Stock Fund
 
138,133

 
349,594

Sentinel Variable Products Small Company Fund
 
40,143

 
93,903

T. Rowe Price Health Sciences Portfolio
 
78,613

 
2,531

Templeton Foreign VIP Fund
 
330,592

 
61,556

Templeton Global Bond VIP Fund
 
277,868

 
3,505

Third Avenue Value Portfolio
 
4,234

 
56,249

Touchstone VST Mid Cap Growth Fund
 
112,922

 
27,954

Universal Institutional Funds U.S. Real Estate Portfolio
 
163,595

 
313,800




Investment Division
 
Purchases
 
Sales
Van Eck VIP Global Hard Assets Fund
 
$
58,988

 
$
7,033

Van Eck VIP Unconstrained Emerging Markets Bond Fund
 
118,039

 
255,472

Vanguard VIF Mid-Cap Index Portfolio
 
26,826

 
22

Vanguard VIF Small Company Growth Portfolio
 
26,826

 
22

Wells Fargo Advantage VT Discovery Fund
 
44,683

 
39,619

Wells Fargo Advantage VT Omega Growth Fund
 
15,570

 
40

Wells Fargo Advantage VT Opportunity Fund
 
44,191

 
61,964

Wells Fargo Advantage VT Small Cap Value Fund
 
785

 
56,571


3.
EXPENSE AND RELATED PARTY TRANSACTIONS
Contract Maintenance Charges
The Company deducts from each participant account in the Schwab Select Annuity contract a $25 annual maintenance charge on accounts under $50,000 as of each contract's anniversary date. This charge is recorded as Contract maintenance charges on the Statement of Changes in Net Assets of the applicable Investment Divisions.
Transfer Fees
The Company charges $10 in the Schwab Select Annuity contract for each transfer between Investment Divisions in excess of 12 transfers in any calendar year. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.
Deductions for Premium Taxes

The Company may deduct from each contribution any applicable state premium tax or retaliatory tax, which currently ranges from 0% to 3.5%. This charge is netted with Purchase payments received on the Statement of Changes in Net Assets of the applicable Investment Divisions.
Deductions for Assumption of Mortality and Expense Risks

The Company assumes mortality and expense risks related to the operations of the Series Acount. It deducts a daily charge from the unit value of each Investment Division of the Schwab Select annuity contract, equal to an annual rate of 0.85%; a daily charge from the unit value of each Investment Division of the Schwab OneSource annuity contract, equal to an annual rate of 0.65% to 0.85%, depending on the death benefit option chosen; a daily charge from the unit value of each Investment Division of Schwab Advisor Choice annuity contract, equal to an annual rate of 0.49% to 0.69%, depending on the death benefit option chosen; and a daily charge from the unit value of each Investment Division of Schwab OneSource Choice annuity contract, equal to an annual rate of 0.65% to 0.85%, depending on the death benefit option chosen. The level of these charges is guaranteed and will not change. The charges are recorded as Mortality and expense risk in the Statement of Operations of the applicable Investment Divisions.

Optional GLWB Rider Benefit Fee
The Company deducts a quarterly charge equal to a maximum annual rate of 1.50% from the covered fund value in Schwab Advisor Choice and Schwab OneSource Choice annuity contracts for the guaranteed lifetime withdrawal benefit rider if this option is chosen. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Division, if applicable.



If the above charges prove insufficient to cover actual costs and assumed risks, the loss will be borne by the Company; conversely, if the amounts deducted prove more than sufficient, the excess will be a profit to the Company.

4.
FINANCIAL HIGHLIGHTS
For each Investment Division, the accumulation units outstanding, net assets, investment income ratio, the range of lowest to highest expense ratio (excluding expenses of the underlying funds), total return and accumulation unit fair values for each year or period ended December 31 are included on the following pages. As the unit fair value for the Investment Divisions of the Series Account are presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some unit values shown on the Statement of Assets and Liabilities which are calculated on an aggregated basis, may not be within the ranges presented.
The Expense Ratios represent the annualized contract expenses of the respective Investment Divisions of the Series Account, consisting of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund have been excluded.
The Total Return amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and expenses assessed through the reduction of unit values. These returns do not include any expenses assessed through the redemption of units. Investment Divisions with a date notation indicate the effective date that the investment option was available in the Series Account. The total returns are calculated for each period indicated or from the effective date through the end of the reporting period and are not annualized for periods less than one year. As the total returns for the Investment Divisions are presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract total returns are not within the ranges presented.

The Investment Income Ratio represents the dividends, excluding distributions of capital gains, received by the Investment Division from the underlying mutual fund divided by average net assets during the period. It is not annualized for periods less than one year. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the Investment Division is affected by the timing of the declaration of dividends by the underlying fund in which the Investment Division invests.

Effective for the year ending December 31, 2013, the financial highlights for the Schwab OneSource Annuity contract and the Schwab Select Annuity contract have been combined to be consistent with the presentation of the financial statements.  All five years of financial highlight information have been combined for presentation purposes.



VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
ALGER LARGE CAP GROWTH PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,014

 
48

 
$
29.25

to
$
15.33

$
1,252

 
0.17

%
 
0.65

%
to
0.85

%
 
10.05

%
to
10.29

%
2,013

 
46

 
$
26.58

to
$
13.90

$
1,186

 
0.78

%
 
0.65

%
to
0.85

%
 
33.90

%
to
34.17

%
2,012

 
57

 
$
19.85

to
$
10.36

$
1,121

 
1.15

%
 
0.65

%
to
0.85

%
 
8.95

%
to
9.17

%
2,011

 
60

 
$
18.22

to
$
9.49

$
1,085

 
0.99

%
 
0.65

%
to
0.85

%
 
(1.19
)
%
to
(0.94
)
%
2,010

 
63

 
$
18.44

to
$
9.58

$
1,137

 
0.73

%
 
0.65

%
to
0.85

%
 
12.44

%
to
12.57

%
ALGER MID CAP GROWTH PORTFOLIO

























2,014


16


$
22.66

to
$
13.04

$
306


0.00

%

0.65

%
to
0.85

%

7.09

%
to
7.33

%
2,013


15


$
21.16

to
$
12.15

$
274


0.33

%

0.65

%
to
0.85

%

34.69

%
to
35.00

%
2,012


17


$
15.71

to
$
9.00

$
216


0.00

%

0.65

%
to
0.85

%

15.26

%
to
15.38

%
2,011


22


$
13.13

to
$
13.13

$
284


0.34

%

0.85

%
to
0.85

%

(9.07
)
%
to
(9.07
)
%
2,010


29


$
14.99

to
$
8.56

$
381


0.00

%

0.65

%
to
0.85

%

18.36

%
to
18.72

%
ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO

























2,014


3


$
16.40

to
$
16.40

$
54


1.37

%

0.85

%
to
0.85

%

8.61

%
to
8.61

%
2,013


3


$
15.10

to
$
15.10

$
50


1.32

%

0.85

%
to
0.85

%

33.87

%
to
33.87

%
2,012


3


$
11.28

to
$
11.28

$
37


1.59

%

0.85

%
to
0.85

%

16.53

%
to
16.53

%
2,011


3


$
9.68

to
$
9.68

$
32


1.32

%

0.85

%
to
0.85

%

5.33

%
to
5.33

%
2,010


3


$
9.19

to
$
9.19

$
30


0.00

%

0.85

%
to
0.85

%

12.19

%
to
12.19

%
ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO

























2,014


5


$
16.16

to
$
15.96

$
75


0.00

%

0.85

%
to
0.85

%

12.38

%
to
11.06

%
2,013


5


$
14.37

to
$
14.37

$
67


0.28

%

0.85

%
to
0.85

%

32.93

%
to
32.93

%
2,012


4


$
10.81

to
$
10.81

$
50


0.06

%

0.85

%
to
0.85

%

12.72

%
to
12.72

%
2,011


4


$
9.59

to
$
9.59

$
41


0.00

%

0.85

%
to
0.85

%

0.42

%
to
0.42

%
2,010


5


$
9.55

to
$
9.55

$
43


0.23

%

0.85

%
to
0.85

%

14.08

%
to
14.08

%
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO

























2,014


22


$
14.91

to
$
8.67

$
330


0.00

%

0.65

%
to
0.85

%

(1.97
)
%
to
(1.81
)
%
2,013


29


$
15.21

to
$
8.83

$
433


0.80

%

0.65

%
to
0.85

%

12.58

%
to
12.77

%
2,012


60


$
13.51

to
$
7.83

$
727


1.70

%

0.65

%
to
0.85

%

14.59

%
to
14.81

%
2,011


59


$
11.79

to
$
6.82

$
628


3.03

%

0.65

%
to
0.85

%

(16.56
)
%
to
(16.32
)
%
2,010


74


$
14.13

to
$
8.15

$
930


2.07

%

0.65

%
to
0.85

%

11.94

%
to
12.10

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO

























2,014


19


$
7.85

to
$
6.92

$
137


3.61

%

0.65

%
to
0.85

%

(6.99
)
%
to
(6.86
)
%
2,013


20


$
8.44

to
$
7.43

$
162


5.46

%

0.65

%
to
0.85

%

21.97

%
to
22.20

%
2,012


34


$
6.92

to
$
6.08

$
221


1.55

%

0.65

%
to
0.85

%

13.63

%
to
13.86

%
2,011


37


$
6.09

to
$
5.34

$
229


4.00

%

0.65

%
to
0.85

%

(19.97
)
%
to
(19.82
)
%
2,010


41


$
7.61

to
$
6.66

$
309


2.50

%

0.65

%
to
0.85

%

3.71

%
to
3.90

%
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO

























   (Effective date 05/01/2008)

























2,014


24


$
15.67

to
$
15.88

$
375


2.66

%

0.65

%
to
0.85

%

24.27

%
to
24.55

%
2,013


28


$
12.61

to
$
12.75

$
361


1.53

%

0.65

%
to
0.85

%

3.36

%
to
3.49

%
2,012


19


$
12.20

to
$
12.32

$
234


1.12

%

0.65

%
to
0.85

%

20.20

%
to
20.43

%
2,011


16


$
10.15

to
$
10.23

$
162


1.35

%

0.65

%
to
0.85

%

8.09

%
to
8.37

%
2,010


13


$
9.39

to
$
9.44

$
120


1.05

%

0.65

%
to
0.85

%

25.20

%
to
25.53

%
ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO

























2,014


14


$
19.05

to
$
17.83

$
270


0.67

%

0.65

%
to
0.85

%

8.24

%
to
8.45

%
2,013


19


$
17.60

to
$
16.44

$
332


0.52

%

0.65

%
to
0.85

%

36.86

%
to
37.23

%
2,012


17


$
12.86

to
$
11.98

$
205


0.53

%

0.65

%
to
0.85

%

17.77

%
to
17.91

%
2,011


22


$
10.92

to
$
10.16

$
231


0.50

%

0.65

%
to
0.85

%

(9.15
)
%
to
(8.96
)
%
2,010


24


$
12.02

to
$
11.16

$
281


0.51

%

0.65

%
to
0.85

%

25.81

%
to
26.10

%
AMERICAN CENTURY INVESTMENTS VP BALANCED FUND

























2,014


40


$
19.95

to
$
15.12

$
736


1.55

%

0.65

%
to
0.85

%

8.90

%
to
9.17

%
2,013


35


$
18.32

to
$
13.85

$
588


1.60

%

0.65

%
to
0.85

%

16.47

%
to
16.68

%
2,012


35


$
15.73

to
$
11.87

$
535


2.16

%

0.65

%
to
0.85

%

10.85

%
to
11.04

%
2,011


33


$
14.19

to
$
10.69

$
447


1.94

%

0.65

%
to
0.85

%

4.42

%
to
4.70

%
2,010


36


$
13.59

to
$
10.21

$
469


1.92

%

0.65

%
to
0.85

%

10.69

%
to
10.86

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND

























   (Effective date 05/01/2008)

























2,014


5


$
15.91

to
$
10.69

$
71


1.84

%

0.65

%
to
0.65

%

11.81

%
to
6.90

%
2,013


4


$
14.24

to
$
14.24

$
60


2.23

%

0.65

%
to
0.65

%

34.88

%
to
34.88

%
2,012


4


$
10.55

to
$
10.55

$
44


2.08

%

0.65

%
to
0.65

%

14.05

%
to
14.05

%
2,011


4


$
9.25

to
$
9.25

$
41


1.58

%

0.65

%
to
0.65

%

2.44

%
to
2.44

%
2,010


4


$
8.98

to
$
9.03

$
40


1.25

%

0.65

%
to
0.85

%

13.10

%
to
13.44

%
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND

























2,014


9


$
20.28

to
$
9.41

$
159


1.63

%

0.65

%
to
0.85

%

(6.33
)
%
to
(5.90
)
%
2,013


13


$
21.65

to
$
21.65

$
288


1.66

%

0.85

%
to
0.85

%

21.42

%
to
21.42

%
2,012


14


$
17.83

to
$
17.83

$
242


0.90

%

0.85

%
to
0.85

%

20.07

%
to
20.07

%
2,011


16


$
14.85

to
$
14.85

$
238


1.38

%

0.85

%
to
0.85

%

(12.75
)
%
to
(12.75
)
%
2,010


18


$
17.02

to
$
17.02

$
311


2.28

%

0.85

%
to
0.85

%

12.33

%
to
12.33

%
AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND

























   (Effective date 05/01/2009)

























2,014


11


$
25.98

to
$
10.92

$
252


0.93

%

0.65

%
to
0.85

%

15.26

%
to
9.20

%
2,013


16


$
22.54

to
$
22.75

$
363


1.10

%

0.65

%
to
0.85

%

28.80

%
to
29.04

%
2,012


13


$
17.50

to
$
17.63

$
218


1.89

%

0.65

%
to
0.85

%

15.21

%
to
15.46

%
2,011


8


$
15.19

to
$
15.27

$
116


1.31

%

0.65

%
to
0.85

%

(1.68
)
%
to
(1.48
)
%
2,010


6


$
15.45

to
$
15.50

$
79


2.12

%

0.65

%
to
0.85

%

18.22

%
to
18.23

%
AMERICAN CENTURY INVESTMENTS VP VALUE FUND

























2,014


82


$
23.88

to
$
16.57

$
1,768


1.56

%

0.65

%
to
0.85

%

12.11

%
to
12.34

%
2,013


74


$
21.30

to
$
14.75

$
1,425


1.65

%

0.65

%
to
0.85

%

30.59

%
to
30.88

%
2,012


91


$
16.31

to
$
11.27

$
1,318


1.94

%

0.65

%
to
0.85

%

13.58

%
to
13.84

%
2,011


87


$
14.36

to
$
9.90

$
1,110


2.05

%

0.65

%
to
0.85

%

0.21

%
to
0.41

%
2,010


81


$
14.33

to
$
9.86

$
1,063


2.22

%

0.65

%
to
0.85

%

12.44

%
to
12.69

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
BLACKROCK GLOBAL ALLOCATION VI FUND

























   (Effective date 05/01/2014)

























2,014


10


$
10.04

to
$
10.06

$
100


2.18

%

0.65

%
to
0.85

%

0.40

%
to
0.60

%
COLUMBIA VARIABLE PORTFOLIO - MARSICO 21ST CENTURY FUND

























   (Effective date 05/01/2009)

























2,014


7


$
22.53

to
$
22.79

$
106


0.00

%

0.65

%
to
0.85

%

7.90

%
to
8.11

%
2,013


3


$
20.88

to
$
21.08

$
64


0.21

%

0.65

%
to
0.85

%

40.80

%
to
41.10

%
2,012


1


$
14.83

to
$
14.83

$
21


0.00

%

0.85

%
to
0.85

%

10.18

%
to
10.18

%
2,011


1


$
13.46

to
$
13.46

$
8


0.00

%

0.85

%
to
0.85

%

(12.88
)
%
to
(12.88
)
%
2,010


1


$
15.45

to
$
15.45

$
18


0.00

%

0.85

%
to
0.85

%

15.76

%
to
15.76

%
COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND

























   (Effective date 03/11/2011)

























2,014


23


$
15.16

to
$
15.28

$
347


0.00

%

0.65

%
to
0.85

%

24.06

%
to
24.33

%
2,013


14


$
12.22

to
$
12.29

$
168


0.00

%

0.65

%
to
0.85

%

24.44

%
to
24.65

%
2,012


3


$
9.82

to
$
9.82

$
25


0.00

%

0.85

%
to
0.85

%

6.05

%
to
6.05

%
2,011


3


$
9.26

to
$
9.27

$
26


0.00

%

0.65

%
to
0.85

%

(7.40
)
%
to
(7.30
)
%
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND

























   (Effective date 05/01/2009)

























2,014


1


$
22.08

to
$
22.33

$
11


0.44

%

0.65

%
to
0.85

%

2.17

%
to
2.38

%
2,013


1


$
21.61

to
$
21.81

$
11


0.63

%

0.65

%
to
0.85

%

32.90

%
to
33.15

%
2,012


5


$
16.26

to
$
16.38

$
84


0.29

%

0.65

%
to
0.85

%

10.31

%
to
10.53

%
2,011


5


$
14.74

to
$
14.82

$
78


0.56

%

0.65

%
to
0.85

%

(6.94
)
%
to
(6.73
)
%
2,010


11


$
15.84

to
$
15.89

$
175


1.17

%

0.65

%
to
0.85

%

25.43

%
to
25.61

%
DELAWARE VIP EMERGING MARKETS SERIES

























   (Effective date 05/01/2014)

























2,014


0

*
$
9.34

to
$
9.34

$
3


0.00

%

0.65

%
to
0.65

%

(6.60
)
%
to
(6.60
)
%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
DELAWARE VIP SMALL CAP VALUE SERIES

























2,014


18


$
30.34

to
$
10.26

$
464


0.61

%

0.65

%
to
0.85

%

4.95

%
to
2.60

%
2,013


23


$
28.91

to
$
17.35

$
564


0.63

%

0.65

%
to
0.85

%

32.37

%
to
32.65

%
2,012


17


$
21.84

to
$
13.08

$
323


0.58

%

0.65

%
to
0.85

%

12.98

%
to
13.25

%
2,011


16


$
19.33

to
$
11.55

$
287


0.53

%

0.65

%
to
0.85

%

(2.18
)
%
to
(2.04
)
%
2,010


15


$
19.76

to
$
11.79

$
271


0.75

%

0.65

%
to
0.85

%

31.17

%
to
31.44

%
DELAWARE VIP SMID CAP GROWTH SERIES

























   (Effective date 05/01/2006)

























2,014


9


$
20.94

to
$
21.22

$
189


0.08

%

0.65

%
to
0.85

%

2.30

%
to
2.51

%
2,013


19


$
20.47

to
$
20.70

$
402


0.02

%

0.65

%
to
0.85

%

40.11

%
to
40.43

%
2,012


37


$
14.85

to
$
14.74

$
538


0.26

%

0.65

%
to
0.85

%

10.08

%
to
10.25

%
2,011


25


$
13.49

to
$
13.37

$
340


1.07

%

0.65

%
to
0.85

%

7.23

%
to
7.48

%
2,010

 
19


$
12.58

to
$
12.44

$
240

 
0.00

%
 
0.65

%
to
0.85

%
 
35.17

%
to
35.36

%
DEUTSCHE CAPITAL GROWTH VIP
 









 


 





 





2,014

 
45


$
17.49

to
$
16.17

$
760

 
0.67

%
 
0.65

%
to
0.85

%
 
12.04

%
to
12.29

%
2,013

 
47


$
15.61

to
$
14.40

$
723

 
1.31

%
 
0.65

%
to
0.85

%
 
33.53

%
to
33.70

%
2,012

 
52


$
11.69

to
$
10.77

$
601

 
0.82

%
 
0.65

%
to
0.85

%
 
15.06

%
to
15.31

%
2,011

 
71


$
10.16

to
$
9.34

$
697

 
0.65

%
 
0.65

%
to
0.85

%
 
(5.31
)
%
to
(5.08
)
%
2,010

 
54


$
10.73

to
$
9.84

$
558

 
0.70

%
 
0.65

%
to
0.85

%
 
15.74

%
to
15.90

%
DEUTSCHE CORE EQUITY VIP
 









 


 





 





2,014

 
8


$
15.78

to
$
16.68

$
152

 
0.99

%
 
0.65

%
to
0.85

%
 
10.89

%
to
11.05

%
2,013

 
17


$
14.23

to
$
15.02

$
267

 
1.53

%
 
0.65

%
to
0.85

%
 
36.17

%
to
36.42

%
2,012

 
22


$
10.45

to
$
11.01

$
250

 
1.21

%
 
0.65

%
to
0.85

%
 
14.84

%
to
15.05

%
2,011

 
13


$
9.10

to
$
9.57

$
138

 
1.23

%
 
0.65

%
to
0.85

%
 
(0.98
)
%
to
(1.14
)
%
2,010

 
13


$
9.19

to
$
9.68

$
142

 
1.60

%
 
0.65

%
to
0.85

%
 
13.43

%
to
13.08

%
DEUTSCHE LARGE CAP VALUE VIP
 









 


 





 





2,014

 
27


$
17.79

to
$
13.60

$
454

 
1.34

%
 
0.65

%
to
0.85

%
 
9.81

%
to
10.03

%
2,013

 
20


$
16.20

to
$
12.36

$
324

 
2.14

%
 
0.65

%
to
0.85

%
 
29.81

%
to
29.97

%
2,012

 
23


$
12.48

to
$
9.51

$
284

 
1.97

%
 
0.65

%
to
0.85

%
 
8.81

%
to
9.18

%
2,011

 
26


$
11.47

to
$
8.71

$
301

 
2.10

%
 
0.65

%
to
0.85

%
 
(0.86
)
%
to
(0.80
)
%
2,010

 
32


$
11.57

to
$
8.78

$
362

 
2.27

%
 
0.65

%
to
0.85

%
 
9.79

%
to
10.03

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
DEUTSCHE SMALL CAP INDEX VIP
 









 


 





 





2,014

 
44


$
28.15

to
$
17.08

$
941

 
0.73

%
 
0.65

%
to
0.85

%
 
3.84

%
to
4.08

%
2,013

 
22


$
27.11

to
$
16.41

$
512


1.61

%

0.65

%
to
0.85

%
 
37.47

%
to
37.67

%
2,012

 
26


$
19.72

to
$
11.92

$
446


0.84

%

0.65

%
to
0.85

%
 
15.25

%
to
15.50

%
2,011

 
22


$
17.11

to
$
10.32

$
320


0.87

%

0.65

%
to
0.85

%
 
(5.21
)
%
to
(4.97
)
%
2,010

 
23


$
18.05

to
$
10.86

$
358


0.88

%

0.65

%
to
0.85

%
 
25.32

%
to
25.55

%
DEUTSCHE SMALL MID CAP VALUE VIP
 


















 





2,014

 
16


$
16.53

to
$
16.23

$
268


0.80

%

0.65

%
to
0.85

%
 
4.62

%
to
4.84

%
2,013

 
18


$
15.80

to
$
15.48

$
288


1.29

%

0.65

%
to
0.85

%
 
34.13

%
to
34.38

%
2,012

 
27


$
11.78

to
$
11.52

$
303


1.10

%

0.65

%
to
0.85

%
 
12.73

%
to
13.05

%
2,011

 
29


$
10.45

to
$
10.19

$
299


1.07

%

0.65

%
to
0.85

%
 
(6.86
)
%
to
(6.68
)
%
2,010

 
27


$
11.22

to
$
10.92

$
290


1.33

%

0.65

%
to
0.85

%
 
22.07

%
to
22.28

%
DREYFUS IP MIDCAP STOCK PORTFOLIO
 


















 





2,014

 
3


$
26.52

to
$
26.52

$
67


0.98

%

0.85

%
to
0.85

%
 
11.10

%
to
11.10

%
2,013

 
3


$
23.87

to
$
23.87

$
63


1.34

%

0.85

%
to
0.85

%
 
33.82

%
to
33.82

%
2,012

 
3


$
17.83

to
$
17.83

$
47


0.45

%

0.85

%
to
0.85

%
 
18.71

%
to
18.71

%
2,011

 
4


$
15.02

to
$
15.02

$
53


0.50

%

0.85

%
to
0.85

%
 
(0.46
)
%
to
(0.46
)
%
2,010

 
4


$
15.09

to
$
15.09

$
53


0.96

%

0.85

%
to
0.85

%
 
26.00

%
to
26.00

%
DREYFUS VIF APPRECIATION PORTFOLIO
 


















 





2,014

 
32


$
17.60

to
$
15.56

$
560


1.84

%

0.65

%
to
0.85

%
 
7.19

%
to
7.38

%
2,013

 
68


$
16.42

to
$
14.49

$
1,068


1.85

%

0.65

%
to
0.85

%
 
20.03

%
to
20.35

%
2,012

 
101


$
13.68

to
$
12.04

$
1,325


3.75

%

0.65

%
to
0.85

%
 
9.53

%
to
9.75

%
2,011

 
99


$
12.49

to
$
10.97

$
1,181


1.61

%

0.65

%
to
0.85

%
 
8.14

%
to
8.29

%
2,010

 
91


$
11.55

to
$
10.13

$
1,009


2.10

%

0.65

%
to
0.85

%
 
14.30

%
to
14.59

%
DREYFUS VIF GROWTH AND INCOME PORTFOLIO
 


















 





2,014

 
4


$
17.52

to
$
17.52

$
68


0.79

%

0.85

%
to
0.85

%
 
9.16

%
to
9.16

%
2,013

 
4


$
16.05

to
$
16.05

$
63


0.89

%

0.85

%
to
0.85

%
 
35.67

%
to
35.67

%
2,012

 
4


$
11.83

to
$
11.83

$
51


1.39

%

0.85

%
to
0.85

%
 
17.01

%
to
17.01

%
2,011

 
5


$
10.11

to
$
10.11

$
52


1.27

%

0.85

%
to
0.85

%
 
(3.62
)
%
to
(3.62
)
%
2,010

 
5


$
10.49

to
$
10.49

$
54


1.20

%

0.85

%
to
0.85

%
 
17.62

%
to
17.62

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
FEDERATED FUND FOR US GOVERNMENT SECURITIES II
 


















 





2,014

 
174


$
19.69

to
$
12.11

$
3,212


1.96

%

0.65

%
to
0.85

%
 
3.74

%
to
3.95

%
2,013

 
84


$
18.98

to
$
11.65

$
1,511


2.93

%

0.65

%
to
0.85

%
 
(2.87
)
%
to
(2.67
)
%
2,012

 
80


$
19.54

to
$
11.97

$
1,327


3.79

%

0.65

%
to
0.85

%
 
2.09

%
to
2.31

%
2,011

 
97


$
19.14

to
$
11.70

$
1,560


3.76

%

0.65

%
to
0.85

%
 
4.88

%
to
5.03

%
2,010

 
96


$
18.25

to
$
11.14

$
1,556


4.60

%

0.65

%
to
0.85

%
 
4.30

%
to
4.50

%
FEDERATED MANAGED TAIL RISK FUND II
 


















 





2,014

 
6


$
15.90

to
$
15.90

$
100


1.79

%

0.85

%
to
0.85

%
 
(1.79
)
%
to
(1.79
)
%
2,013

 
14


$
16.19

to
$
16.19

$
233


0.97

%

0.85

%
to
0.85

%
 
15.48

%
to
15.48

%
2,012

 
14


$
14.02

to
$
14.02

$
202


0.54

%

0.85

%
to
0.85

%
 
9.19

%
to
9.19

%
2,011

 
15


$
12.84

to
$
12.84

$
188


0.73

%

0.85

%
to
0.85

%
 
(6.07
)
%
to
(6.07
)
%
2,010

 
15


$
13.67

to
$
13.67

$
211


2.01

%

0.85

%
to
0.85

%
 
12.06

%
to
12.06

%
FEDERATED MANAGED VOLATILITY FUND II
 


















 





2,014

 
1


$
21.10

to
$
21.10

$
27


2.87

%

0.85

%
to
0.85

%
 
3.08

%
to
3.08

%
2,013

 
3


$
20.47

to
$
20.47

$
69


3.04

%

0.85

%
to
0.85

%
 
20.70

%
to
20.70

%
2,012

 
4


$
16.96

to
$
16.96

$
65


2.98

%

0.85

%
to
0.85

%
 
12.62

%
to
12.62

%
2,011

 
4


$
15.06

to
$
15.06

$
62


3.83

%

0.85

%
to
0.85

%
 
3.86

%
to
3.86

%
2,010

 
4


$
14.50

to
$
14.50

$
59


6.28

%

0.85

%
to
0.85

%
 
11.14

%
to
11.14

%
FRANKLIN SMALL CAP VALUE SECURITIES FUND
 


















 





2,014

 
21


$
16.04

to
$
16.25

$
334


0.57

%

0.65

%
to
0.85

%
 
(0.25
)
%
to
(0.06
)
%
2,013

 
17


$
16.08

to
$
16.26

$
276


1.31

%

0.65

%
to
0.85

%
 
35.13

%
to
35.27

%
2,012

 
15


$
11.90

to
$
12.02

$
184


0.78

%

0.65

%
to
0.85

%
 
17.36

%
to
17.61

%
2,011

 
22


$
10.14

to
$
10.22

$
221


0.70

%

0.65

%
to
0.85

%
 
(4.61
)
%
to
(4.31
)
%
2,010

 
23


$
10.63

to
$
10.68

$
240


0.72

%

0.65

%
to
0.85

%
 
27.15

%
to
27.29

%
GREAT-WEST SECUREFOUNDATION BALANCED FUND
 


















 





   (Effective date 05/29/2014)
 


















 





2,014

 
200


$
10.23

to
$
10.24

$
2,049


1.61

%

0.65

%
to
0.85

%
 
2.30

%
to
2.40

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
INVESCO V.I. COMSTOCK FUND
 


















 





2,014

 
32


$
18.73

to
$
16.58

$
577


1.38

%

0.65

%
to
0.85

%
 
8.52

%
to
8.72

%
2,013

 
37


$
17.26

to
$
15.25

$
618


1.76

%

0.65

%
to
0.85

%
 
34.74

%
to
35.08

%
2,012

 
24


$
12.48

to
$
12.48

$
291


1.74

%

0.85

%
to
0.85

%
 
17.85

%
to
17.85

%
2,011

 
27


$
10.59

to
$
10.59

$
286


1.59

%

0.85

%
to
0.85

%
 
(2.67
)
%
to
(2.67
)
%
2,010

 
27


$
11.13

to
$
9.77

$
295


0.13

%

0.65

%
to
0.85

%
 
15.01

%
to
15.21

%
INVESCO V.I. CORE EQUITY FUND
 


















 





2,014

 
5


$
26.82

to
$
26.82

$
127


0.86

%

0.85

%
to
0.85

%
 
7.24

%
to
7.24

%
2,013

 
5


$
25.01

to
$
25.01

$
119


1.37

%

0.85

%
to
0.85

%
 
28.13

%
to
28.13

%
2,012

 
7


$
19.52

to
$
19.52

$
131


0.82

%

0.85

%
to
0.85

%
 
12.96

%
to
12.96

%
2,011

 
9


$
17.28

to
$
17.28

$
162


0.94

%

0.85

%
to
0.85

%
 
(0.92
)
%
to
(0.92
)
%
2,010

 
10


$
17.44

to
$
17.44

$
177


0.93

%

0.85

%
to
0.85

%
 
8.62

%
to
8.62

%
INVESCO V.I. GROWTH & INCOME FUND
 


















 





2,014

 
44


$
19.25

to
$
15.65

$
753


1.63

%

0.65

%
to
0.85

%
 
9.31

%
to
9.59

%
2,013

 
55


$
17.61

to
$
14.28

$
865


1.37

%

0.65

%
to
0.85

%
 
33.01

%
to
33.21

%
2,012

 
61


$
13.24

to
$
10.72

$
769


1.54

%

0.65

%
to
0.85

%
 
13.65

%
to
13.80

%
2,011

 
60


$
11.65

to
$
9.42

$
677


1.20

%

0.65

%
to
0.85

%
 
(2.84
)
%
to
(2.59
)
%
2,010

 
70


$
11.99

to
$
9.67

$
802


0.07

%

0.65

%
to
0.85

%
 
11.53

%
to
11.79

%
INVESCO V.I. HIGH YIELD FUND
 


















 





2,014

 
10


$
20.94

to
$
9.74

$
143


2.72

%

0.69

%
to
0.85

%
 
0.87

%
to
(2.60
)
%
2,013

 
4


$
20.76

to
$
20.76

$
83


5.00

%

0.85

%
to
0.85

%
 
6.08

%
to
6.08

%
2,012

 
4


$
19.57

to
$
19.57

$
84


4.82

%

0.85

%
to
0.85

%
 
16.21

%
to
16.21

%
2,011

 
5


$
16.84

to
$
16.84

$
80


6.86

%

0.85

%
to
0.85

%
 
0.12

%
to
0.12

%
2,010

 
5


$
16.82

to
$
16.82

$
80


9.89

%

0.85

%
to
0.85

%
 
12.60

%
to
12.60

%
INVESCO V.I. INTERNATIONAL GROWTH FUND
 


















 





2,014

 
51


$
13.93

to
$
11.82

$
674


1.61

%

0.65

%
to
0.85

%
 
(0.50
)
%
to
(0.25
)
%
2,013

 
47


$
14.00

to
$
11.85

$
601


1.28

%

0.65

%
to
0.85

%
 
18.04

%
to
18.15

%
2,012

 
62


$
11.86

to
$
10.03

$
685


1.66

%

0.65

%
to
0.85

%
 
14.48

%
to
14.89

%
2,011

 
39


$
10.36

to
$
8.73

$
362


1.48

%

0.65

%
to
0.85

%
 
(7.50
)
%
to
(7.42
)
%
2,010

 
35


$
11.20

to
$
9.43

$
362


2.66

%

0.65

%
to
0.85

%
 
11.92

%
to
12.13

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
INVESCO V.I. MID CAP CORE EQUITY FUND
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
4


$
19.08

to
$
9.99

$
70


0.04

%

0.65

%
to
0.85

%
 
3.58

%
to
(0.10
)
%
2,013

 
3


$
18.42

to
$
18.60

$
62


0.66

%

0.65

%
to
0.85

%
 
27.74

%
to
28.01

%
2,012

 
4


$
14.42

to
$
14.53

$
48


0.07

%

0.65

%
to
0.85

%
 
9.99

%
to
10.24

%
2,011

 
0

*
$
13.11

to
$
13.11

$
6


0.08

%

0.85

%
to
0.85

%
 
(7.15
)
%
to
(7.15
)
%
2,010

 
0

*
$
14.12

to
$
14.17

$
9


0.42

%

0.65

%
to
0.85

%
 
13.08

%
to
13.36

%
INVESCO V.I. SMALL CAP EQUITY FUND
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
3


$
23.90

to
$
23.90

$
66


0.00

%

0.85

%
to
0.85

%
 
1.44

%
to
1.44

%
2,013

 
3


$
23.56

to
$
23.56

$
79


0.01

%

0.85

%
to
0.85

%
 
36.34

%
to
36.34

%
2,012

 
2


$
17.28

to
$
17.28

$
49


0.00

%

0.85

%
to
0.85

%
 
12.94

%
to
12.94

%
2,011

 
4


$
15.30

to
$
15.30

$
57


0.00

%

0.85

%
to
0.85

%
 
(1.61
)
%
to
(1.61
)
%
2,010

 
2


$
15.55

to
$
15.60

$
32


0.00

%

0.65

%
to
0.85

%
 
27.46

%
to
27.76

%
INVESCO V.I. TECHNOLOGY FUND
 


















 





2,014

 
54


$
4.11

to
$
11.15

$
223


0.00

%

0.65

%
to
0.85

%
 
9.89

%
to
11.50

%
2,013

 
97


$
3.74

to
$
3.74

$
363


0.00

%

0.85

%
to
0.85

%
 
24.25

%
to
24.25

%
2,012

 
98


$
3.01

to
$
3.01

$
296


0.00

%

0.85

%
to
0.85

%
 
10.26

%
to
10.26

%
2,011

 
98


$
2.73

to
$
2.73

$
269


0.19

%

0.85

%
to
0.85

%
 
(5.86
)
%
to
(5.86
)
%
2,010

 
100


$
2.90

to
$
2.90

$
290


0.00

%

0.85

%
to
0.85

%
 
20.36

%
to
20.36

%
JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
 


















 





2,014

 
21


$
23.53

to
$
23.53

$
499


1.76

%

0.85

%
to
0.85

%
 
7.59

%
to
7.59

%
2,013

 
21


$
21.87

to
$
21.87

$
463


2.28

%

0.85

%
to
0.85

%
 
19.12

%
to
19.12

%
2,012

 
33


$
18.36

to
$
18.36

$
613


2.86

%

0.85

%
to
0.85

%
 
12.71

%
to
12.71

%
2,011

 
34


$
16.29

to
$
16.29

$
549


2.42

%

0.85

%
to
0.85

%
 
0.74

%
to
0.74

%
2,010

 
50


$
16.17

to
$
16.17

$
803


2.73

%

0.85

%
to
0.85

%
 
7.49

%
to
7.49

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES
 


















 





   (Effective date 05/01/2007)
 


















 





2,014

 
137


$
16.67

to
$
16.11

$
2,238


1.54

%

0.65

%
to
0.85

%
 
7.27

%
to
7.54

%
2,013

 
117


$
15.54

to
$
14.98

$
1,781


1.93

%

0.65

%
to
0.85

%
 
18.81

%
to
18.98

%
2,012

 
91


$
13.08

to
$
12.59

$
1,175


2.54

%

0.65

%
to
0.85

%
 
12.37

%
to
12.61

%
2,011

 
91


$
11.64

to
$
11.18

$
1,032


2.11

%

0.65

%
to
0.85

%
 
0.52

%
to
0.72

%
2,010

 
144


$
11.58

to
$
11.10

$
1,652


2.66

%

0.65

%
to
0.85

%
 
7.23

%
to
7.45

%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
 


















 





2,014

 
21


$
21.91

to
$
10.05

$
449


3.35

%

0.69

%
to
0.85

%
 
4.04

%
to
0.50

%
2,013

 
22


$
21.06

to
$
21.06

$
469


3.71

%

0.85

%
to
0.85

%
 
(0.99
)
%
to
(0.99
)
%
2,012

 
29


$
21.27

to
$
21.27

$
618


3.85

%

0.85

%
to
0.85

%
 
7.42

%
to
7.42

%
2,011

 
32


$
19.80

to
$
19.80

$
633


7.44

%

0.85

%
to
0.85

%
 
5.83

%
to
5.83

%
2,010

 
34


$
18.71

to
$
18.71

$
639


6.17

%

0.85

%
to
0.85

%
 
7.08

%
to
7.08

%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
 


















 





   (Effective date 05/01/2007)
 


















 





2,014

 
231


$
15.15

to
$
10.04

$
3,472


3.09

%

0.65

%
to
0.85

%
 
3.77

%
to
0.40

%
2,013

 
186


$
14.60

to
$
13.85

$
2,695


3.40

%

0.65

%
to
0.85

%
 
(1.15
)
%
to
(0.93
)
%
2,012

 
184


$
14.77

to
$
13.98

$
2,674


3.45

%

0.65

%
to
0.85

%
 
7.18

%
to
7.37

%
2,011

 
170


$
13.78

to
$
13.02

$
2,311


6.79

%

0.65

%
to
0.85

%
 
5.43

%
to
5.68

%
2,010

 
211


$
13.07

to
$
12.32

$
2,720


5.81

%

0.65

%
to
0.85

%
 
6.85

%
to
7.04

%
JANUS ASPEN GLOBAL RESEARCH PORTFOLIO
 


















 





2,014

 
19


$
21.57

to
$
21.57

$
434


1.05

%

0.85

%
to
0.85

%
 
6.52

%
to
6.52

%
2,013

 
21


$
20.25

to
$
20.25

$
441


1.22

%

0.85

%
to
0.85

%
 
27.36

%
to
27.36

%
2,012

 
25


$
15.90

to
$
15.90

$
398


0.89

%

0.85

%
to
0.85

%
 
19.01

%
to
19.01

%
2,011

 
26


$
13.36

to
$
13.36

$
342


0.56

%

0.85

%
to
0.85

%
 
(14.47
)
%
to
(14.47
)
%
2,010

 
31


$
15.62

to
$
15.62

$
486


0.60

%

0.85

%
to
0.85

%
 
14.89

%
to
14.89

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
 


















 





   (Effective date 05/01/2014)
 


















 





2,014

 
0

*
$
11.13

to
$
11.13

$
3


0.00

%

0.65

%
to
0.65

%
 
11.30

%
to
11.30

%
JANUS ASPEN JANUS PORTFOLIO
 


















 





2,014

 
11


$
25.68

to
$
25.68

$
284


0.37

%

0.85

%
to
0.85

%
 
12.04

%
to
12.04

%
2,013

 
12


$
22.92

to
$
22.92

$
271


0.79

%

0.85

%
to
0.85

%
 
29.20

%
to
29.20

%
2,012

 
12


$
17.74

to
$
17.74

$
217


0.55

%

0.85

%
to
0.85

%
 
17.56

%
to
17.56

%
2,011

 
13


$
15.09

to
$
15.09

$
196


0.58

%

0.85

%
to
0.85

%
 
(6.10
)
%
to
(6.10
)
%
2,010

 
17


$
16.07

to
$
16.07

$
266


1.01

%

0.85

%
to
0.85

%
 
13.58

%
to
13.58

%
JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES
 


















 





2,014

 
5


$
24.15

to
$
24.15

$
156


6.13

%

0.85

%
to
0.85

%
 
(12.63
)
%
to
(12.63
)
%
2,013

 
7


$
27.64

to
$
27.64

$
224


2.79

%

0.85

%
to
0.85

%
 
13.60

%
to
13.60

%
2,012

 
12


$
24.33

to
$
24.33

$
344


0.68

%

0.85

%
to
0.85

%
 
12.48

%
to
12.48

%
2,011

 
14


$
21.63

to
$
21.63

$
353


0.47

%

0.85

%
to
0.85

%
 
(32.74
)
%
to
(32.74
)
%
2,010

 
15


$
32.16

to
$
32.16

$
532


0.69

%

0.85

%
to
0.85

%
 
24.26

%
to
24.26

%
JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES
 


















 





   (Effective date 05/01/2007)
 


















 





2,014

 
29


$
9.22

to
$
9.22

$
265


5.83

%

0.85

%
to
0.85

%
 
(12.85
)
%
to
(12.85
)
%
2,013

 
28


$
10.58

to
$
10.58

$
294


2.89

%

0.85

%
to
0.85

%
 
13.28

%
to
13.28

%
2,012

 
39


$
9.34

to
$
9.34

$
366


0.52

%

0.85

%
to
0.85

%
 
12.26

%
to
12.26

%
2,011

 
81


$
8.32

to
$
8.32

$
675


0.38

%

0.85

%
to
0.85

%
 
(32.96
)
%
to
(32.96
)
%
2,010

 
89


$
12.41

to
$
12.41

$
1,100


0.52

%

0.85

%
to
0.85

%
 
24.01

%
to
24.01

%
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
52


$
16.23

to
$
16.41

$
825


1.77

%

0.65

%
to
0.85

%
 
(5.42
)
%
to
(5.25
)
%
2,013

 
37


$
17.16

to
$
17.32

$
638


1.07

%

0.65

%
to
0.85

%
 
(2.11
)
%
to
(1.93
)
%
2,012

 
62


$
17.53

to
$
17.66

$
1,081


1.66

%

0.65

%
to
0.85

%
 
21.06

%
to
21.29

%
2,011

 
67


$
14.48

to
$
14.56

$
975


1.87

%

0.65

%
to
0.85

%
 
(18.70
)
%
to
(18.52
)
%
2,010

 
71


$
17.81

to
$
17.87

$
1,253


1.53

%

0.65

%
to
0.85

%
 
21.65

%
to
21.90

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
LVIP BARON GROWTH OPPORTUNITIES FUND
 


















 





2,014

 
43


$
36.62

to
$
18.84

$
1,464


0.14

%

0.65

%
to
0.85

%
 
3.98

%
to
4.20

%
2,013

 
62


$
35.22

to
$
18.08

$
2,041


0.46

%

0.65

%
to
0.85

%
 
38.88

%
to
39.18

%
2,012

 
69


$
25.36

to
$
12.99

$
1,562


1.18

%

0.65

%
to
0.85

%
 
17.24

%
to
17.45

%
2,011

 
72


$
21.63

to
$
11.06

$
1,380


0.00

%

0.65

%
to
0.85

%
 
3.15

%
to
3.36

%
2,010

 
73


$
20.97

to
$
10.70

$
1,342


0.00

%

0.65

%
to
0.85

%
 
25.30

%
to
25.59

%
MFS INTERNATIONAL VALUE PORTFOLIO
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
39


$
20.08

to
$
9.63

$
800


1.83

%

0.65

%
to
0.85

%
 
0.25

%
to
(3.70
)
%
2,013

 
35


$
20.03

to
$
20.22

$
708


1.22

%

0.65

%
to
0.85

%
 
26.53

%
to
26.85

%
2,012

 
38


$
15.83

to
$
15.94

$
612


1.60

%

0.65

%
to
0.85

%
 
14.96

%
to
15.17

%
2,011

 
53


$
13.77

to
$
13.84

$
724


1.07

%

0.65

%
to
0.85

%
 
(2.62
)
%
to
(2.40
)
%
2,010

 
49


$
14.14

to
$
14.18

$
685


1.03

%

0.65

%
to
0.85

%
 
7.86

%
to
8.08

%
MFS UTILITIES SERIES
 


















 





   (Effective date 05/01/2008)
 


















 





2,014

 
25


$
14.75

to
$
14.95

$
377


2.00

%

0.65

%
to
0.85

%
 
11.49

%
to
11.73

%
2,013

 
24


$
13.23

to
$
13.38

$
322


1.67

%

0.65

%
to
0.85

%
 
19.19

%
to
19.46

%
2,012

 
32


$
11.10

to
$
11.20

$
350


7.29

%

0.65

%
to
0.85

%
 
12.23

%
to
12.45

%
2,011

 
21


$
9.89

to
$
9.96

$
203


2.83

%

0.65

%
to
0.85

%
 
5.66

%
to
5.84

%
2,010

 
21


$
9.36

to
$
9.41

$
203


2.74

%

0.65

%
to
0.85

%
 
12.50

%
to
12.69

%
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
 


















 





2,014

 
1


$
16.35

to
$
16.35

$
19


0.71

%

0.85

%
to
0.85

%
 
12.53

%
to
12.53

%
2,013

 
1


$
14.53

to
$
14.53

$
17


0.80

%

0.85

%
to
0.85

%
 
35.54

%
to
35.54

%
2,012

 
2


$
10.72

to
$
10.72

$
18


0.34

%

0.85

%
to
0.85

%
 
14.41

%
to
14.41

%
2,011

 
2


$
9.37

to
$
9.37

$
21


0.38

%

0.85

%
to
0.85

%
 
(7.50
)
%
to
(7.50
)
%
2,010

 
3


$
10.13

to
$
10.13

$
27


0.34

%

0.85

%
to
0.85

%
 
24.94

%
to
24.94

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
NVIT MID CAP INDEX FUND
 


















 





2,014

 
34


$
29.18

to
$
17.39

$
751


1.02

%

0.65

%
to
0.85

%
 
8.27

%
to
8.48

%
2,013

 
20


$
26.95

to
$
16.03

$
446


0.89

%

0.65

%
to
0.85

%
 
31.66

%
to
31.93

%
2,012

 
20


$
20.47

to
$
12.15

$
349


0.94

%

0.65

%
to
0.85

%
 
16.31

%
to
16.49

%
2,011

 
20


$
17.60

to
$
10.43

$
298


0.67

%

0.65

%
to
0.85

%
 
(3.51
)
%
to
(3.25
)
%
2,010

 
19


$
18.24

to
$
10.78

$
301


1.00

%

0.65

%
to
0.85

%
 
24.80

%
to
25.06

%
OPPENHEIMER GLOBAL FUND/VA
 


















 





2,014

 
44


$
27.07

to
$
9.88

$
1,020


1.04

%

0.65

%
to
0.85

%
 
1.42

%
to
(1.20
)
%
2,013

 
45


$
26.69

to
$
13.80

$
1,156


1.37

%

0.65

%
to
0.85

%
 
26.25

%
to
26.49

%
2,012

 
55


$
21.14

to
$
10.91

$
1,091


2.13

%

0.65

%
to
0.85

%
 
20.18

%
to
20.42

%
2,011

 
59


$
17.59

to
$
9.06

$
1,011


1.24

%

0.65

%
to
0.85

%
 
(9.05
)
%
to
(8.85
)
%
2,010

 
59


$
19.34

to
$
9.94

$
1,140


1.51

%

0.65

%
to
0.85

%
 
14.99

%
to
15.18

%
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA
 


















 





   (Effective date 05/01/2014)
 


















 





2,014

 
4


$
11.05

to
$
10.93

$
39


0.00

%

0.65

%
to
0.85

%
 
10.50

%
to
9.30

%
OPPENHIEMER INTERNATIONAL GROWTH FUND/VA
 


















 





   (Effective date 05/01/2008)
 


















 





2,014

 
23


$
11.93

to
$
12.09

$
271


1.57

%

0.65

%
to
0.85

%
 
(7.95
)
%
to
(7.78
)
%
2,013

 
15


$
12.96

to
$
13.11

$
201


1.43

%

0.65

%
to
0.85

%
 
24.74

%
to
25.10

%
2,012

 
8


$
10.39

to
$
10.48

$
80


1.46

%

0.65

%
to
0.85

%
 
21.24

%
to
21.44

%
2,011

 
8


$
8.57

to
$
8.63

$
65


0.95

%

0.65

%
to
0.85

%
 
(7.95
)
%
to
(7.80
)
%
2,010

 
7


$
9.31

to
$
9.36

$
69


1.07

%

0.65

%
to
0.85

%
 
13.81

%
to
14.01

%
PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO
 


















 





   (Effective date 05/01/2014)
 


















 





2,014

 
1


$
7.40

to
$
7.40

$
6


0.20

%

0.65

%
to
0.65

%
 
(26.00
)
%
to
(26.00
)
%
PIMCO VIT HIGH YIELD PORTFOLIO
 


















 





2,014

 
49


$
19.70

to
$
14.90

$
896


5.22

%

0.65

%
to
0.85

%
 
2.50

%
to
2.62

%
2,013

 
138


$
19.22

to
$
14.52

$
2,546


5.45

%

0.65

%
to
0.85

%
 
4.80

%
to
5.07

%
2,012

 
156


$
18.34

to
$
13.82

$
2,736


5.73

%

0.65

%
to
0.85

%
 
13.35

%
to
13.56

%
2,011

 
101


$
16.18

to
$
12.17

$
1,549


6.92

%

0.65

%
to
0.85

%
 
2.47

%
to
2.70

%
2,010

 
157


$
15.79

to
$
11.85

$
2,414


7.25

%

0.65

%
to
0.85

%
 
13.50

%
to
13.72

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
PIMCO VIT LOW DURATION PORTFOLIO
 


















 





2,014

 
271


$
13.29

to
$
12.05

$
3,457


1.12

%

0.65

%
to
0.85

%
 
0.00

%
to
0.25

%
2,013

 
304


$
13.29

to
$
12.02

$
3,890


1.45

%

0.65

%
to
0.85

%
 
(0.97
)
%
to
(0.83
)
%
2,012

 
252


$
13.42

to
$
12.12

$
3,247


1.90

%

0.65

%
to
0.85

%
 
4.93

%
to
5.21

%
2,011

 
243


$
12.79

to
$
11.52

$
2,995


1.68

%

0.65

%
to
0.85

%
 
0.24

%
to
0.44

%
2,010

 
233


$
12.76

to
$
11.47

$
2,889


1.64

%

0.65

%
to
0.85

%
 
4.42

%
to
4.56

%
PIMCO VIT TOTAL RETURN PORTFOLIO
 


















 





2,014

 
198


$
15.78

to
$
13.83

$
2,989


1.99

%

0.65

%
to
0.85

%
 
3.34

%
to
3.60

%
2,013

 
382


$
15.27

to
$
13.35

$
5,665


2.20

%

0.65

%
to
0.85

%
 
(2.74
)
%
to
(2.55
)
%
2,012

 
415


$
15.70

to
$
13.70

$
6,298


2.57

%

0.65

%
to
0.85

%
 
8.65

%
to
8.82

%
2,011

 
420


$
14.45

to
$
12.59

$
5,898


2.62

%

0.65

%
to
0.85

%
 
2.70

%
to
2.94

%
2,010

 
422


$
14.07

to
$
12.23

$
5,795


2.41

%

0.65

%
to
0.85

%
 
7.20

%
to
7.47

%
PIONEER EMERGING MARKETS VCT PORTFOLIO
 


















 





   (Effective date 05/01/2008)
 


















 





2,014

 
1


$
6.15

to
$
6.15

$
4


0.21

%

0.85

%
to
0.85

%
 
(13.50
)
%
to
(13.50
)
%
2,013

 
1


$
7.11

to
$
7.11

$
5


0.92

%

0.85

%
to
0.85

%
 
(3.00
)
%
to
(3.00
)
%
2,012

 
1


$
7.33

to
$
7.33

$
5


0.21

%

0.85

%
to
0.85

%
 
10.73

%
to
10.73

%
2,011

 
1


$
6.62

to
$
6.62

$
5


0.00

%

0.85

%
to
0.85

%
 
(24.26
)
%
to
(24.26
)
%
2,010

 
1


$
8.74

to
$
8.79

$
6


0.03

%

0.65

%
to
0.85

%
 
14.55

%
to
14.90

%
PIONEER FUND VCT PORTFOLIO
 


















 





2,014

 
11


$
20.63

to
$
14.55

$
189


1.16

%

0.65

%
to
0.85

%
 
10.09

%
to
10.31

%
2,013

 
15


$
18.74

to
$
13.19

$
226


1.26

%

0.65

%
to
0.85

%
 
32.16

%
to
32.43

%
2,012

 
15


$
14.18

to
$
9.96

$
181


1.53

%

0.65

%
to
0.85

%
 
9.33

%
to
9.57

%
2,011

 
21


$
12.97

to
$
9.09

$
213


1.62

%

0.65

%
to
0.85

%
 
(5.12
)
%
to
(4.92
)
%
2,010

 
17


$
13.67

to
$
9.56

$
193


1.34

%

0.65

%
to
0.85

%
 
15.05

%
to
15.18

%
PIONEER MID CAP VALUE VCT PORTFOLIO
 


















 





2,014

 
8


$
16.27

to
$
15.45

$
137


0.64

%

0.65

%
to
0.85

%
 
13.86

%
to
14.11

%
2,013

 
8


$
14.29

to
$
13.54

$
120


0.70

%

0.65

%
to
0.85

%
 
31.58

%
to
31.84

%
2,012

 
8


$
10.82

to
$
10.82

$
90


0.81

%

0.85

%
to
0.85

%
 
9.85

%
to
9.85

%
2,011

 
9


$
9.85

to
$
9.85

$
94


0.75

%

0.85

%
to
0.85

%
 
(6.62
)
%
to
(6.62
)
%
2,010

 
15


$
10.58

to
$
9.97

$
166


0.90

%

0.65

%
to
0.85

%
 
16.86

%
to
17.16

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
 


















 





2,014

 
5


$
24.29

to
$
18.90

$
115


0.00

%

0.85

%
to
0.85

%
 
8.49

%
to
8.50

%
2,013

 
8


$
22.39

to
$
17.62

$
174


0.00

%

0.65

%
to
0.85

%
 
41.26

%
to
41.53

%
2,012

 
9


$
15.85

to
$
15.85

$
146


0.00

%

0.85

%
to
0.85

%
 
6.09

%
to
6.09

%
2,011

 
10


$
14.94

to
$
14.94

$
146


0.00

%

0.85

%
to
0.85

%
 
(3.05
)
%
to
(3.05
)
%
2,010

 
11


$
15.41

to
$
15.41

$
163


0.00

%

0.85

%
to
0.85

%
 
19.18

%
to
19.18

%
PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
 


















 





2,014

 
14


$
17.41

to
$
22.14

$
260


0.00

%

0.65

%
to
0.85

%
 
6.35

%
to
6.60

%
2,013

 
9


$
16.37

to
$
20.77

$
157


0.00

%

0.65

%
to
0.85

%
 
31.91

%
to
32.12

%
2,012

 
22


$
12.41

to
$
15.72

$
283


0.23

%

0.65

%
to
0.85

%
 
12.21

%
to
12.45

%
2,011

 
24


$
11.06

to
$
13.98

$
267


0.16

%

0.65

%
to
0.85

%
 
(4.66
)
%
to
(4.44
)
%
2,010

 
24


$
11.60

to
$
14.63

$
280


0.18

%

0.65

%
to
0.85

%
 
10.57

%
to
10.75

%
PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
5


$
12.09

to
$
12.09

$
54


0.00

%

0.85

%
to
0.85

%
 
(20.51
)
%
to
(20.51
)
%
2,013

 
5


$
15.21

to
$
15.36

$
75


0.00

%

0.65

%
to
0.85

%
 
8.88

%
to
9.01

%
2,012

 
7


$
13.97

to
$
14.09

$
94


0.00

%

0.65

%
to
0.85

%
 
(3.72
)
%
to
(3.56
)
%
2,011

 
4


$
14.51

to
$
14.61

$
56


0.00

%

0.65

%
to
0.85

%
 
(20.06
)
%
to
(19.86
)
%
2,010

 
1


$
18.15

to
$
18.23

$
20


0.06

%

0.65

%
to
0.85

%
 
26.30

%
to
26.69

%
PUTNAM VT AMERICAN GOVERNMENT INCOME FUND
 


















 





   (Effective date 04/30/2010)
 


















 





2,014

 
20


$
11.17

to
$
11.28

$
222


0.08

%

0.65

%
to
0.85

%
 
3.43

%
to
3.87

%
2,013

 
0

*
$
10.86

to
$
10.86

$
3


1.31

%

0.65

%
to
0.65

%
 
(1.09
)
%
to
(1.09
)
%
2,012

 
0

*
$
11.00

to
$
11.00

$
3


1.65

%

0.65

%
to
0.65

%
 
1.20

%
to
1.20

%
2,011

 
4


$
10.84

to
$
10.87

$
39


0.00

%

0.65

%
to
0.85

%
 
5.96

%
to
6.05

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
PUTNAM VT EQUITY INCOME FUND
 


















 





   (Effective date 04/30/2010)
 


















 





2,014

 
51


$
18.60

to
$
18.77

$
909


0.78

%

0.65

%
to
0.85

%
 
11.71

%
to
11.93

%
2,013

 
12


$
16.65

to
$
16.77

$
199


1.34

%

0.65

%
to
0.85

%
 
31.31

%
to
31.53

%
2,012

 
6


$
12.75

to
$
12.75

$
79


2.13

%

0.65

%
to
0.65

%
 
18.60

%
to
18.60

%
2,011

 
6


$
10.75

to
$
10.75

$
59


0.00

%

0.65

%
to
0.65

%
 
1.22

%
to
1.22

%
PUTNAM VT GLOBAL HEALTH CARE FUND
 


















 





   (Effective date 05/02/2011)
 


















 





2,014

 
34


$
18.48

to
$
18.61

$
602


0.19

%

0.65

%
to
0.85

%
 
26.58

%
to
26.77

%
2,013

 
14


$
14.60

to
$
14.68

$
210


0.64

%

0.65

%
to
0.85

%
 
40.52

%
to
40.75

%
2,012

 
6


$
10.43

to
$
10.43

$
66


1.19

%

0.65

%
to
0.65

%
 
21.56

%
to
21.56

%
2,011

 
6


$
8.57

to
$
8.58

$
53


0.00

%

0.65

%
to
0.85

%
 
(14.30
)
%
to
(14.20
)
%
PUTNAM VT INVESTORS FUND
 


















 





   (Effective date 05/01/2014)
 


















 





2,014

 
5


$
11.08

to
$
10.81

$
52


0.00

%

0.65

%
to
0.65

%
 
10.80

%
to
8.10

%
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
9


$
22.61

to
$
22.86

$
193


0.00

%

0.65

%
to
0.85

%
 
2.08

%
to
2.24

%
2,013

 
15


$
22.15

to
$
22.36

$
327


0.80

%

0.65

%
to
0.85

%
 
33.27

%
to
33.57

%
2,012

 
23


$
16.62

to
$
16.74

$
390


0.03

%

0.65

%
to
0.85

%
 
11.32

%
to
11.53

%
2,011

 
25


$
14.93

to
$
15.01

$
369


0.28

%

0.65

%
to
0.85

%
 
(4.42
)
%
to
(4.21
)
%
2,010

 
27


$
15.62

to
$
15.67

$
424


0.19

%

0.65

%
to
0.85

%
 
19.24

%
to
19.53

%
SCHWAB MARKETTRACK GROWTH PORTFOLIO II
 


















 





2,014

 
36


$
25.40

to
$
13.93

$
710


1.32

%

0.65

%
to
0.85

%
 
4.57

%
to
4.82

%
2,013

 
36


$
24.29

to
$
13.29

$
721


1.71

%

0.65

%
to
0.85

%
 
22.55

%
to
22.71

%
2,012

 
39


$
19.82

to
$
10.83

$
645


2.45

%

0.65

%
to
0.85

%
 
12.49

%
to
12.70

%
2,011

 
40


$
17.62

to
$
9.61

$
606


1.69

%

0.65

%
to
0.85

%
 
(1.84
)
%
to
(1.64
)
%
2,010

 
44


$
17.95

to
$
9.77

$
655


2.46

%

0.65

%
to
0.85

%
 
12.64

%
to
12.95

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
SCHWAB MONEY MARKET PORTFOLIO
 


















 





2,014

 
643


$
12.75

to
$
9.97

$
7,488


0.01

%

0.49

%
to
0.85

%
 
(0.78
)
%
to
(0.30
)
%
2,013

 
450


$
12.85

to
$
9.77

$
5,259


0.01

%

0.65

%
to
0.85

%
 
(0.85
)
%
to
(0.61
)
%
2,012

 
642


$
12.96

to
$
9.83

$
7,702


0.01

%

0.65

%
to
0.85

%
 
(0.84
)
%
to
(0.61
)
%
2,011

 
641


$
13.07

to
$
9.89

$
8,035


0.01

%

0.65

%
to
0.85

%
 
(0.83
)
%
to
(0.70
)
%
2,010

 
550


$
13.18

to
$
9.96

$
6,620


0.01

%

0.65

%
to
0.85

%
 
(0.81
)
%
to
(0.60
)
%
SCHWAB S&P 500 INDEX PORTFOLIO
 


















 





2,014

 
507


$
27.99

to
$
10.79

$
11,667


1.48

%

0.65

%
to
0.85

%
 
12.45

%
to
7.90

%
2,013

 
488


$
24.89

to
$
14.28

$
10,459


1.64

%

0.65

%
to
0.85

%
 
30.93

%
to
31.25

%
2,012

 
462


$
19.01

to
$
10.88

$
7,801


1.66

%

0.65

%
to
0.85

%
 
14.73

%
to
14.89

%
2,011

 
440


$
16.57

to
$
9.47

$
6,569


1.78

%

0.65

%
to
0.85

%
 
1.04

%
to
1.28

%
2,010

 
382


$
16.40

to
$
9.35

$
6,029


1.96

%

0.65

%
to
0.85

%
 
13.72

%
to
13.89

%
SENTINEL VARIABLE PRODUCTS BOND FUND
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
74


$
12.86

to
$
13.01

$
894


8.16

%

0.65

%
to
0.85

%
 
3.13

%
to
3.34

%
2,013

 
7


$
12.47

to
$
12.59

$
88


1.81

%

0.65

%
to
0.85

%
 
(1.19
)
%
to
(0.94
)
%
2,012

 
16


$
12.62

to
$
12.71

$
213


2.87

%

0.65

%
to
0.85

%
 
5.61

%
to
5.83

%
2,011

 
13


$
11.95

to
$
12.01

$
157


3.51

%

0.65

%
to
0.85

%
 
6.22

%
to
6.38

%
2,010

 
6


$
11.25

to
$
11.29

$
74


4.19

%

0.65

%
to
0.85

%
 
6.42

%
to
6.61

%
SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
6


$
23.93

to
$
24.20

$
144


1.00

%

0.65

%
to
0.85

%
 
9.42

%
to
9.60

%
2,013

 
16


$
21.87

to
$
22.08

$
351


2.11

%

0.65

%
to
0.85

%
 
30.65

%
to
30.88

%
2,012

 
13


$
16.74

to
$
16.87

$
208


1.75

%

0.65

%
to
0.85

%
 
14.11

%
to
14.37

%
2,011

 
13


$
14.67

to
$
14.75

$
187


1.64

%

0.65

%
to
0.85

%
 
1.24

%
to
1.44

%
2,010

 
8


$
14.49

to
$
14.49

$
112


2.31

%

0.85

%
to
0.85

%
 
14.97

%
to
14.97

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
 


















 





   (Effective date 05/01/2009)
 


















 





2,014

 
1


$
24.68

to
$
24.97

$
36


0.24

%

0.65

%
to
0.85

%
 
5.74

%
to
5.98

%
2,013

 
4


$
23.34

to
$
23.56

$
94


0.13

%

0.65

%
to
0.85

%
 
33.60

%
to
33.86

%
2,012

 
4


$
17.60

to
$
17.60

$
66


0.45

%

0.65

%
to
0.65

%
 
10.69

%
to
10.69

%
2,011

 
4


$
15.90

to
$
15.90

$
64


0.00

%

0.65

%
to
0.65

%
 
2.38

%
to
2.38

%
2,010

 
4


$
15.48

to
$
15.53

$
61


0.05

%

0.65

%
to
0.85

%
 
22.66

%
to
22.96

%
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO

























   (Effective date 05/01/2014)

























2,014


6


$
12.62

to
$
12.23

$
80


0.00

%

0.65

%
to
0.85

%

26.20

%
to
22.30

%
TEMPLETON FOREIGN VIP FUND

























   (Effective date 04/30/2010)

























2,014


39


$
12.06

to
$
12.17

$
474


1.97

%

0.65

%
to
0.85

%

(11.84
)
%
to
(11.68
)
%
2,013


20


$
13.68

to
$
13.78

$
278


2.36

%

0.65

%
to
0.85

%

21.93

%
to
22.16

%
2,012


8


$
11.22

to
$
11.28

$
90


3.10

%

0.65

%
to
0.85

%

17.24

%
to
17.50

%
2,011


7


$
9.60

to
$
9.60

$
64


1.54

%

0.65

%
to
0.65

%

(11.28
)
%
to
(11.28
)
%
2,010


6


$
10.80

to
$
10.82

$
63


1.66

%

0.65

%
to
0.85

%

8.00

%
to
8.20

%
TEMPLETON GLOBAL BOND VIP FUND

























   (Effective date 05/01/2014)

























2,014


27


$
10.03

to
$
9.86

$
267


1.92

%

0.65

%
to
0.85

%

0.30

%
to
(1.40
)
%
THIRD AVENUE VALUE PORTFOLIO

























2,014


9


$
10.66

to
$
11.43

$
102


3.02

%

0.65

%
to
0.85

%

3.50

%
to
3.72

%
2,013


13


$
10.30

to
$
11.02

$
149


3.48

%

0.65

%
to
0.85

%

17.98

%
to
18.24

%
2,012


23


$
8.73

to
$
9.32

$
208


0.68

%

0.65

%
to
0.85

%

26.16

%
to
26.46

%
2,011


38


$
6.92

to
$
7.37

$
278


1.77

%

0.65

%
to
0.85

%

(21.90
)
%
to
(21.76
)
%
2,010


44


$
8.86

to
$
9.42

$
408


3.86

%

0.65

%
to
0.85

%

13.06

%
to
13.22

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
TOUCHSTONE VST MID CAP GROWTH FUND

























   (Effective date 05/01/2009)

























2,014


7


$
24.81

to
$
25.09

$
169


0.00

%

0.65

%
to
0.85

%

12.16

%
to
12.36

%
2,013


4


$
22.12

to
$
22.33

$
87


0.00

%

0.65

%
to
0.85

%

33.66

%
to
33.95

%
2,012


3


$
16.67

to
$
16.67

$
50


0.00

%

0.65

%
to
0.65

%

19.16

%
to
19.16

%
UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO

























2,014


23


$
46.43

to
$
46.43

$
1,086


1.35

%

0.85

%
to
0.85

%

28.61

%
to
28.61

%
2,013


27


$
36.10

to
$
36.10

$
991


1.06

%

0.85

%
to
0.85

%

1.21

%
to
1.21

%
2,012


31


$
35.67

to
$
35.67

$
1,126


0.88

%

0.85

%
to
0.85

%

14.84

%
to
14.84

%
2,011


32


$
31.06

to
$
31.06

$
1,014


0.87

%

0.85

%
to
0.85

%

5.04

%
to
5.04

%
2,010


35


$
29.57

to
$
29.57

$
1,061


2.15

%

0.85

%
to
0.85

%

28.85

%
to
28.85

%
VAN ECK VIP GLOBAL HARD ASSETS FUND

























   (Effective date 05/01/2009)

























2,014


27


$
12.72

to
$
12.86

$
343


0.00

%

0.65

%
to
0.85

%

(20.00
)
%
to
(19.88
)
%
2,013


24


$
15.90

to
$
16.05

$
378


0.50

%

0.65

%
to
0.85

%

9.35

%
to
9.56

%
2,012


21


$
14.54

to
$
14.65

$
305


0.66

%

0.65

%
to
0.85

%

2.25

%
to
2.45

%
2,011


18


$
14.22

to
$
14.30

$
255


1.03

%

0.65

%
to
0.85

%

(17.42
)
%
to
(17.25
)
%
2,010


15


$
17.22

to
$
17.28

$
265


0.19

%

0.65

%
to
0.85

%

27.56

%
to
27.91

%
VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND

























   (Effective date 05/01/2009)

























2,014


38


$
11.74

to
$
11.87

$
452


6.06

%

0.65

%
to
0.85

%

1.29

%
to
1.45

%
2,013


57


$
11.59

to
$
11.70

$
657


2.51

%

0.65

%
to
0.85

%

(9.95
)
%
to
(9.72
)
%
2,012


67


$
12.87

to
$
12.96

$
867


2.10

%

0.65

%
to
0.85

%

4.72

%
to
4.85

%
2,011


63


$
12.29

to
$
12.36

$
776


6.97

%

0.65

%
to
0.85

%

7.15

%
to
7.48

%
2,010


53


$
11.47

to
$
11.50

$
609


1.56

%

0.65

%
to
0.85

%

5.33

%
to
5.50

%
VANGUARD VIF MID-CAP INDEX PORTFOLIO

























   (Effective date 05/29/2014)

























2,014


3


$
10.81

to
$
10.81

$
28


0.00

%

0.69

%
to
0.69

%

8.10

%
to
8.10

%

(Continued)


VARIABLE ANNUITY-1 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL HIGHLIGHTS
 
At December 31
 
For the year or period ended December 31
 
 
Units
 
 
 
 
 
 
 
Net Assets
 
Investment
 
Expense Ratio
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
(000s)
 
Unit Fair Value
 
(000s)
 
Income Ratio
 
lowest to highest
 
Total Return
 
 
 
 
 
(a)
 
 
(b)
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO

























   (Effective date 05/29/2014)

























2,014


3


$
10.80

to
$
10.80

$
28


0.00

%

0.69

%
to
0.69

%

8.10

%
to
8.10

%
WELLS FARGO ADVANTAGE VT DISCOVERY FUND

























   (Effective date 05/01/2008)

























2,014


3


$
18.58

to
$
18.83

$
48


0.00

%

0.65

%
to
0.85

%

(0.48
)
%
to
(0.26
)
%
2,013


3


$
18.67

to
$
18.88

$
50


0.00

%

0.65

%
to
0.85

%

42.63

%
to
42.92

%
2,012


3


$
13.09

to
$
13.21

$
44


0.00

%

0.65

%
to
0.85

%

16.67

%
to
16.90

%
2,011


3


$
11.22

to
$
11.30

$
34


0.00

%

0.65

%
to
0.85

%

(0.36
)
%
to
(0.18
)
%
2,010


4


$
11.26

to
$
11.32

$
45


0.00

%

0.65

%
to
0.85

%

34.37

%
to
34.60

%
WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND

























   (Effective date 05/01/2014)

























2,014


1


$
10.82

to
$
10.84

$
16


0.00

%

0.65

%
to
0.85

%

8.20

%
to
8.40

%
WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND

























2,014


5


$
17.89

to
$
16.52

$
109


0.06

%

0.65

%
to
0.85

%

9.49

%
to
9.77

%
2,013


6


$
16.34

to
$
15.05

$
112


0.19

%

0.65

%
to
0.85

%

29.58

%
to
29.74

%
2,012


10


$
12.61

to
$
11.60

$
136


0.08

%

0.65

%
to
0.85

%

14.53

%
to
14.85

%
2,011


17


$
11.01

to
$
10.10

$
201


0.14

%

0.65

%
to
0.85

%

(6.30
)
%
to
(6.13
)
%
2,010


17


$
11.75

to
$
10.76

$
211


0.78

%

0.65

%
to
0.85

%

22.69

%
to
22.97

%
WELLS FARGO ADVANTAGE VT SMALL CAP VALUE FUND

























2,014


9


$
18.74

to
$
18.74

$
170


0.37

%

0.85

%
to
0.85

%

3.59

%
to
3.59

%
2,013


12


$
18.09

to
$
18.09

$
217


0.70

%

0.85

%
to
0.85

%

13.77

%
to
13.77

%
2,012


12


$
15.90

to
$
15.90

$
197


0.85

%

0.85

%
to
0.85

%

13.01

%
to
13.01

%
2,011


13


$
14.07

to
$
14.07

$
177


0.67

%

0.85

%
to
0.85

%

(8.04
)
%
to
(8.04
)
%
2,010


13


$
15.30

to
$
15.30

$
194


1.48

%

0.85

%
to
0.85

%

16.26

%
to
16.26

%


























* The Investment Division has units that round to less than 1,000 units.

















(a) The amounts in these columns are associated with the highest Expense Ratio.

















(b) The amounts in these columns are associated with the lowest Expense Ratio.


















(Concluded)
 
PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits
(a)
Financial Statements
The balance sheets of Great-West Life & Annuity Insurance Company of New York ("GWL&A NY") and subsidiaries as of December 31, 2014 and 2013, and the related statements of income, stockholder's equity and cash flows for each of the three years in the period ended December 31, 2014, and the statements of assets and liabilities of each of the investment divisions which comprise Variable Annuity-1 Series Account of GWL&A NY (the "Series Account") as of December 31, 2014, and the related statements of operations, and changes in net assets and the financial highlights for each of the periods presented, are filed herewith.
(b)
Exhibits
(1)
Certified copy of resolution of Board of Directors of GWL&A NY establishing Registrant is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289).
(2)
Not applicable.
(3)
Underwriting Agreement between Depositor and GWFS Equities, Inc. (formerly, BenefitsCorp Equities, Inc.) is incorporated by reference to Registrant’s Post-Effective Amendment No. 9 to the Registration Statement on Form N-4 filed on April 25, 2003 (File No. 333-25289).
(4)(a)
Form of variable annuity contract is incorporated by reference to Registrant's initial Registration Statement on Form N-4 filed on February 24, 2014 (File No. 333-194100).
(4)(b)
Form of Rider is incorporated by reference to Registrant's initial Registration Statement on Form N-4 filed on February 24, 2014 (File No. 333-194100).
(4)(c)
Form of Individual Retirement Annuity Endorsement is incorporated by reference to Registrant's initial Registration Statement on Form N-4 filed on February 24, 2014 (File No. 333-194100).
(4)(d)
Form of Roth Individual Retirement Annuity Endorsement is incorporated by reference to Registrant's initial Registration Statement on Form N-4 filed on February 24, 2014 (File No. 333-194100).
(4)(e)
Form of Contract Amendment SCH-AMENDNY is filed herewith.
(5)(a)
Form of application is incorporated by reference to Registrant's initial Registration Statement on Form N-4 filed on February 24, 2014 (File No. 333-194100).
(6)(a)
The Charter of Depositor is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on January 3, 2006 (File No. 333-130820).
(6)(b)
The By-Laws of Depositor is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on January 3, 2006 (File No. 333-130820).
(7)
Not applicable.
(8)(a)
Participation Agreement with AIM Variable Insurance Fund (formerly INVESCO Variable Investment Funds, Inc.) is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to Participation Agreement with AIM Variable Insurance Fund is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(b)
Participation Agreement with Alger American Fund is incorporated by reference to Registrant’s Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to Participation Agreement with Alger American Fund is incorporated by reference to



Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 filed on April 15, 2002 (File No. 333-25289); amendment to Participation Agreement is incorporated by reference to Variable Annuity-2 Series Account’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on December 21, 2011 (File No. 333-177070).
(8)(c)
Participation Agreement with Alliance Bernstein Variable Products Series Fund, Inc. is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); form of amendment to Participation Agreement with Alliance Bernstein Variable Products Series Fund, Inc. is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289); amendment to Participation Agreement with Alliance Bernstein Variable Products Series Fund, Inc. is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(d)
Participation Agreement with American Century Variable Portfolios (formerly, TCI Portfolios, Inc.) is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to Participation Agreement with American Century Variable Portfolios is incorporated by reference to Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 filed on April 15, 2002 (File No. 333-25289); amendment to Participation Agreement with American Century Variable Portfolios is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743); amendment to Participation Agreement with American Century Variable Portfolios is incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4 filed on April 16, 2010 (File No. 333-147743).
(8)(e)
Participation Agreement with Blackrock Variable Series Funds dated April 1, 2014 is filed herewith.
(8)(f)
Participation Agreement with Delaware VIP Trust is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); form of amendment to Participation Agreement with Delaware VIP Trust is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289); amendment to Participation Agreement with Delaware VIP Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743); amendment to Participation Agreement is incorporated by reference to Variable Annuity-2 Series Account’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on December 21, 2011 (File No. 333-177070).
(8)(g)
Participation Agreement with DFA Investment Dimensions Group Inc. dated April 9, 2014 is filed herewith.
(8)(h)
Participation Agreement with Dreyfus Variable Investment Fund is incorporated by reference to Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-4 filed on April 25, 2003 (File No. 333-25289); amendment to Participation Agreement with Dreyfus Variable Investment Fund is incorporated by reference to Registrant’s Pre-Effective Amendment to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743); amendment to Participation Agreement with Dreyfus Variable Investment Fund is incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4 filed on April 16, 2010 (File No. 333-147743).
(8)(i)
Participation Agreement with DWS Variable Series II (formerly, Scudder Variable Life Investment Fund) is incorporated by reference to Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-4 filed on April 25, 2003 (File No. 333-25289); form of amendment to Participation Agreement is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289); amendment to Participation Agreement with DWS Variable Series II is incorporated by



reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(j)
Participation Agreement with Federated Insurance Series is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289).
(8)(k)
Participation Agreement with Franklin Templeton Variable Insurance Products Trust is incorporated by reference to Registrant’s amended Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743); amendments to Participation Agreement with Franklin Templeton Variable Insurance Products Trust are incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(l)
Participation Agreement with Great-West Funds, Inc. is filed herewith.
(8)(m)
Participation Agreement with Janus Aspen Series (Institutional Class Shares) is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to Participation Agreement with Janus Aspen Series is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743); amendment to Participation Agreement with Janus Aspen Series is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 on Form N-4 filed on April 21, 2009 (File No. 333-147743); amendment to Participation Agreement is incorporated by reference to Variable Annuity-2 Series Account’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on December 21, 2011 (File No. 333-177070).
(8)(n)
Participation Agreement with Baron Capital Fund Trust (now known as Lincoln Variable Insurance Products Trust) (with respect to Capital Asset Fund) is incorporated by reference to Registrant’s Post-Effective Amendment No. 9 to the Registration Statement on Form N-4 filed on April 25, 2003 (File No. 333-25289). Participation Agreement with Lincoln Variable Insurance Products Trust is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 on Form N-4 filed on April 21, 2009 (File No. 333-147743).
(8)(o)
Participation Agreement with Nationwide Variable Insurance Trust (formerly Gartmore Variable Insurance Trust) is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); amendment to Participation Agreement with Nationwide Variable Insurance Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(p)
Participation Agreement with Neuberger Berman Advisers Management Trust is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on N-4 filed on April 27, 2006 (File No. 333-130820); amendment to Participation Agreement with Neuberger Berman Adviser Management Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(q)
Participation Agreement with Oppenheimer Variable Account Funds is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); form of amendment to Participation Agreement with Oppenheimer Variable Account Funds is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289).
(8)(r)
Participation Agreement with PIMCO Variable Insurance Trust is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); form of amendment to Participation Agreement with PIMCO Variable Insurance Trust is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289); amendment to Participation Agreement with PIMCO Variable Insurance Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form



N-4 filed on April 24, 2008 (File No. 333-147743); amendment to Participation Agreement is incorporated by reference to Variable Annuity-2 Series Account’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on December 21, 2011 (File No. 333-177070).
(8)(s)
Participation Agreement with Pioneer Variable Contracts Trust (formerly, SAFECO Resource Trust) is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289) amendment to Participation Agreement with Pioneer Variable Contracts Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(t)
Participation Agreement with Schwab Annuity Portfolios is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to Participation Agreement with Schwab Annuity Portfolios is incorporated by reference to Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 filed on April 15, 2002 (File No. 333-25289); amendment to Participation Agreement with Schwab Annuity Portfolios is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(u)
Participation Agreement with Seligman Portfolios, Inc. is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(v)
Participation Agreement with Third Avenue Value Portfolio is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on N-4 filed on April 27, 2006 (File No. 333-130820); form of amendment to Participation Agreement with Third Avenue Value Portfolio is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(w)
Participation Agreement with Van Kampen Life Investments Trust is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on January 3, 2006 (File No. 333-130820); amendment to Participation Agreement with Van Kampen Life Investments Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(x)
Participation Ageement with Vanguard Variable Insurance Fund dated April 15, 2014 is filed herewith.
(8)(y)
Participation Agreement with Wells Fargo Variable Trust is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on November 30, 2007 (File No. 333-147743).
(8)(z)
Participation Agreement with MFS Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 39 to the Registration Statement filed by FutureFunds Series Account on Form N-4 on May 27, 2008 (File No. 811-03972). Amended and Restated Participation Agreement with MFS Variable Insurance Trust and MFS Variable Insurance Trust II is incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement filed by Variable Annuity-1 Series Account on Form N-4 on April 16, 2010 (File No. 811-07549).
(8)(aa)
Participation Agreement with Prudential Series Fund is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to Participation Agreement with Prudential Series Fund is incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4 filed on April 16, 2010 (File No. 333-147743).
(8)(ab)
Participation Agreement with Van Eck Worldwide Insurance Trust is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 on Form N-4 filed on April 21, 2009 (File No. 333-147743); amendment to Participation Agreement with Van Eck Worldwide Insurance Trust is incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4 filed on April 16, 2010 (File No. 333-147743).



(8)(ac)
Participation Agreement with Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement filed by Variable Annuity-1 Series Account on Form N-4 on April 16, 2010 (File No. 811-07549); Participation Agreement with Columbia Funds Variable Insurance Trust I is incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement filed by Variable Annuity-1 Series Account on Form N-4 on April 16, 2010 (File No. 811-07549).
(8)(ad)
Participation Agreement with JPMorgan Insurance Trust is incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement filed by Variable Annuity-1 Series Account on Form N-4 on April 16, 2010 (File No. 811-07549).
(8)(ae)
Participation Agreement with Lazard Retirement Series is incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement filed by Variable Annuity-1 Series Account on Form N-4 on April 16, 2010 (File No. 811-07549). Amendment to Participation Agreement with PIMCO is incorporated by reference to Variable Annuity-2 Series Account’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed December 19, 2011 (File No. 333-176926).
(8)(bb)
Participation Agreement with Sentinel Variable Products Trust is incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement filed by Variable Annuity-1 Series Account on Form N-4 on April 16, 2010 (File No. 811-07549).
(8)(cc)
Participation Agreement with Touchstone Variable Series Trust is incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement filed by Variable Annuity-1 Series Account on Form N-4 on April 16, 2010 (File No. 811-07549).
(8)(dd)
Form of SEC Rule 22c-2 Shareholder Information Amendment is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on November 30, 2007 (File No. 333-147743).
(8)(ee)
Form of Participation Agreement with Putnam Variable Trust and amendment thereto is incorporated by reference to Variable Annuity-2 Series Account’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed December 30, 2011 (File No. 333-176926).
(9)
Opinion of counsel and consent is incorporated by reference to the Registrant's Pre-Effective Amendment No. 1 to the Registration Statement, filed on May 22, 2014 (File No. 333-194100).
(10)(a)
Written Consent of Carlton Fields Jorden Burt, P.A. is filed herewith.
(10)(b)
Written Consents of Deloitte & Touche LLP are filed herewith.
(11)
Not Applicable.
(12)
Not Applicable.
(13)
Powers of Attorney for Ms. Alazraki, and Messrs. Bernbach, A. Desmarais, P. Desmarais, Jr., Katz, Orr, Ryan, Jr., Selitto and Walsh are filed herewith.

Item 25.   Directors and Officers of the Depositor  




Name
Principal Business Address
Positions and Offices with Depositor
R.J. Orr
Power Corporation of Canada
751 Victoria Square, Montreal,
Quebec, Canada H2Y 2J3
Chairman of the Board and Director
L.J. Mannello
8515 E. Orchard Road
Greenwood Village, CO 80111
President and Chief Executive Officer
E.F. Murphy
8515 E. Orchard Road
Greenwood Village, CO 80111
President, Retirement Services
D.L. Musto
8515 E. Orchard Road
Greenwood Village, CO 80111
Executive Vice President, Retirement Services
C.P. Nelson
8515 E. Orchard Road
Greenwood Village, CO 80111
Executive Vice President, Retirement Services
R.K. Shaw
8515 E. Orchard Road
Greenwood Village, CO 80111
Executive Vice President, Individual Markets
W.S. Harmon
8515 E. Orchard Road
Greenwood Village, CO 80111
Senior Vice President, 401(k) Standard Markets
R.J. Laeyendecker
8515 E. Orchard Road
Greenwood Village, CO 80111
Senior Vice President, Executive Benefits Markets
E. Friesen
8515 E. Orchard Road
Greenwood Village, CO 80111
Chief Investment Officer, General Account
D.G. McLeod
8515 E. Orchard Road
Greenwood Village, CO 80111
Senior Vice President, Product Management
R.G. Schultz
8525 E. Orchard Road
Greenwood Village, CO 80111
Senior Vice President, General Counsel and Secretary
D.C. Aspinwall
8515 E. Orchard Road
Greenwood Village, CO 80111
Chief Operational Risk Officer and Chief Litigation Counsel
B.A. Byrne
8525 E. Orchard Road
Greenwood Village, CO 80111
Senior Vice President, Legal and Chief Compliance Officer
M. D. Alazraki
Manatt, Phelps & Phillips, LLP
7 Times Square, 23rd Floor
New York, NY 10036
Director
J. L. Bernbach
EngineUSA
460 Park Avenue South, 7th Floor
New York, NY 10016
Director
A. Desmarais
Power Corporation of Canada
751 Victoria Square, Montreal,
Quebec, Canada H2Y 2J3
Director
P. Desmarais, Jr.
Power Corporation of Canada
751 Victoria Square, Montreal,
Quebec, Canada H2Y 2J3
Director
S. Z. Katz
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
Director
T.T. Ryan, Jr.
JP Morgan Chase 270 Park Avenue, Floor 47 New York, NY 10017
Director
J. Selitto
437 West Chestnut Hill Avenue
Philadelphia, PA 19118
Director
B. E. Walsh
Saguenay Capital, LLC
Two Manhattanville Rd, #403
Purchase, NY 10577
Director

Item 26. <u>Persons controlled by or under common control with the Depositor or Registrant as of 12/31/14
</u>

The Registrant is a separate account of Great-West Life & Annuity Insurance Company of New York, a stock life insurance company incorporated under the laws of the State of New York (“Depositor”). The Depositor is an indirect subsidiary of Power Corporation of Canada. An organizational chart for Power Corporation of Canada is set forth below.




Organizational Chart – December 31, 2014





I.    OWNERSHIP OF POWER CORPORATION OF CANADA

The following sets out the ownership, based on votes attached to the outstanding voting shares, of Power Corporation of Canada:

The Desmarais Family Residuary Trust
99.999% - Pansolo Holding Inc.
100% - 3876357 Canada Inc.    
32% - Nordex Inc. (68% also owned directly by the Desmarais Family Residuary Trust)
94.9% - Gelco Enterprises Ltd. (5.1% also owned directly by the Desmarais Family Residuary Trust)
53.52% - Power Corporation of Canada

The total voting rights of Power Corporation of Canada (PCC) controlled directly and indirectly by the Desmarais Family Residuary Trust are as follows. There are issued and outstanding as of December 31, 2014 412,637,391 Subordinate Voting Shares (SVS) of PCC carrying one vote per share and 48,854,772 Participating Preferred Shares (PPS) carrying 10 votes per share; hence the total voting rights are 901,185,511.

Pansolo Holding Inc. owns directly 7,677,312 SVS and 367,692 PPS, entitling Pansolo Holding Inc. directly to an aggregate percentage of voting rights of 11,354,232 or 1.26% of the total voting rights attached to the shares of PCC. Pansolo Holding Inc. wholly owns 3876357 Canada Inc., which owns 40,686,080 SVS representing 4.51% of the aggregate voting rights of PCC.

Gelco Enterprises Ltd owns directly 48,235,700 PPS, representing 53.52% of the aggregate voting rights of PCC (PPS (10 votes) and SVS (1 vote)). Hence, the total voting rights of PCC under the direct and indirect control of the Desmarais Family Residuary Trust is approximately 59.30%; note that this is not the equity percentage.

II.
OWNERSHIP BY POWER CORPORATION OF CANADA

Power Corporation of Canada has a 10% or greater voting interest in the following entities:

A.    Great-West Life & Annuity Insurance Company Group of Companies (U.S. insurance)
    
Power Corporation of Canada
100.0% - 171263 Canada Inc.
65.73% - Power Financial Corporation




67.18% - Great-West Lifeco Inc.
100.0% - Great-West Financial (Canada) Inc.
100.0% - Great-West Financial (Nova Scotia) Co.
100.0% - Great-West Lifeco U.S. Inc.
100.0% - Great-West Services Singapore I Private Limited
100.0% - Great-West Services Singapore II Private Limited
99.0% - Great West Global Business Services India Private Limited
1.0% - Great West Global Business Services India Private Limited
                    100.0% - GWL&A Financial Inc.
60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co.
40.0% - Great-West Life & Annuity Insurance Capital, LLC
60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II
40.0% - Great-West Life & Annuity Insurance Capital, LLC II
60.0% - Great-West Life & Annuity Insurance Capital, LLC
    60.0% - Great-West Life & Annuity Insurance Capital, LLC II
100.0% - Great-West Life & Annuity Insurance Company
100.0% - Great-West Life & Annuity Insurance Company of New York
100.0% - Advised Assets Group, LLC
100.0% - GWFS Equities, Inc.
100.0% - Great-West Life & Annuity Insurance Company of South Carolina            
100.0% - Emjay Corporation
100.0% - FASCore, LLC
50.0% - Westkin Properties Ltd.
65.58% - Great-West Funds, Inc.
100.0% - Great-West Capital Management, LLC
100.0% - Great-West Trust Company, LLC
100.0% - Lottery Receivables Company One LLC
100.0% - LR Company II, L.L.C.
100.0% - Singer Collateral Trust IV
             100.0% - Singer Collateral Trust V
100.0% - Great-West Financial Retirement Plan Services, LLC
100.0% - Empower Securities, LLC

B.    Putnam Investments Group of Companies (Mutual Funds)
    
Power Corporation of Canada
100.0% - 171263 Canada Inc.
65.73% - Power Financial Corporation
67.18% - Great-West Lifeco Inc.




100.0% - Great-West Financial (Canada) Inc.
100.0% - Great-West Financial (Nova Scotia) Co.
100% - Great-West Lifeco U.S. Inc.
99.0% - Great-West Lifeco U.S. Holdings, L.P.
100.0% - Great-West Lifeco U.S. Holdings, LLC
1.0% - Great-West Lifeco U.S. Holdings, L.P.
     95.23% - Putnam Investments, LLC
                     100.0% - Putnam Acquisition Financing Inc.
100.0% - Putnam Acquisition Financing LLC
100.0% - Putnam Holdings, LLC
100.0% - Putnam U.S. Holdings I, LLC
100.0% - Putnam Investment Management, LLC
100.0% - Putnam Fiduciary Trust Company (NH)    
100.0% - Putnam Investor Services, Inc.
100.0% - Putnam Retail Management GP, Inc.
99.0% - Putnam Retail Management Limited Partnership (1% owned by Putnam Retail Management GP, Inc.)
100.0% - PanAgora Holdings Inc.
80.0% - PanAgora Asset Management, Inc.
100.0% - Putnam GP Inc.
99.0% - TH Lee Putnam Equity Managers LP (1% owned by Putnam GP Inc.)
100.0% - Putnam Investment Holdings, LLC
     100.0% - Savings Investments, LLC    
100.0% - Putnam Capital, LLC
100.0% - The Putnam Advisory Company, LLC                     
100.0% - Putnam Advisory Holdings LLC
    100.0% - Putnam Investments Canada LLC
100.0% - Putnam Investments (Ireland) Limited
100.0% - Putnam Investments Australia Pty Limited
100.0% - Putnam Investments Securities Co., Ltd.
100.0% - Putnam International Distributors, Ltd.
    100.0% - Putnam Investments Argentina S.A.
100.0% - Putnam Investments Limited

C.    The Great-West Life Assurance Company Group of Companies (Canadian insurance)

Power Corporation of Canada
100.0% - 171263 Canada Inc.
65.73% - Power Financial Corporation
67.18% - Great-West Lifeco Inc.




100.0% - 2142540 Ontario Inc.
100.0% - Great-West Lifeco Finance (Delaware) LP
100.0% - Great-West Lifeco Finance (Delaware) LLC
100.0% - 2023308 Ontario Inc.
100.0% - Great-West Life & Annuity Insurance Capital, LP
40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co.
40.0% - Great-West Life & Annuity Insurance Capital, LLC
100.0% - Great-West Life & Annuity Insurance Capital, LP II
40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II
40.0% - Great-West Life & Annuity Insurance Capital, LLC II
100.0% - 2171866 Ontario Inc
100.0% - Great-West Lifeco Finance (Delaware) LP II
100.0% - Great-West Lifeco Finance (Delaware) LLC II
100.0% - 2023310 Ontario Inc.
100.0% - 2023311 Ontario Inc.
100.0% - 6109756 Canada Inc.
    100.0% - 6922023 Canada Inc.
100.0% - 8563993 Canada Inc.     
100.0% - The Great-West Life Assurance Company
71.4% - GWL THL Private Equity I Inc. (28.6% owned by The Canada Life Assurance Company)
100.0% - GWL THL Private Equity II Inc.
100.0% - Great-West Investors Holdco Inc.
100.0% - Great-West Investors LLC
100.0% - Great-West Investors LP Inc.
100.0% - Great-West Investors GP Inc.
100.0% - Great-West Investors LP
100.0% - T.H. Lee Interests
100.0% - GWL Realty Advisors Inc.
100.0% - GWL Realty Advisors U.S., Inc.
100.0% - RA Real Estate Inc.
0.1% - RMA Real Estate LP
100.0% - Vertica Resident Services Inc.
100.0% - 2278372 Ontario Inc. (0.0001% interest in NF Real Estate Limited Partnership)
100.0% - GLC Asset Management Group Ltd.
    100.0% - 801611 Ontario Limited
100.0% - 118050 Canada Inc.
    100.0% - 1213763 Ontario Inc.
99.9% - Riverside II Limited Partnership
70.0% - Kings Cross Shopping Centre Ltd.




100.0% - 681348 Alberta Ltd.
100.0% - The Owner: Condominium Plan No 8510578
50.0% - 3352200 Canada Inc.
100.0% - 1420731 Ontario Limited
100.0% - 1455250 Ontario Limited
100.0% - CGWLL Inc.
65.0% - The Walmer Road Limited Partnership
50.0% - Laurier House Apartments Limited
100.0% - 2024071 Ontario Limited
100.0% - 431687 Ontario Limited
0.1% - Riverside II Limited Partnership    
100.0% - High Park Bayview Inc.
75.0% - High Park Bayview Limited Partnership
5.6% - MAM Holdings Inc. (94.4% owned by The Canada Life Insurance Company of Canada)
100.0% - 647679 B.C. Ltd.
70.0% - TGS North American Real Estate Investment Trust    
100.0% - TGS Trust            
70.0% - RMA Investment Company (Formerly TGS Investment Company)
100.0% - RMA Property Management Ltd. (Formerly TGS REIT Property Management Ltd.)
100.0% - RMA Property Management 2004 Ltd. (Formerly TGS REIT Property Management 2004 Ltd.)
100.0% - RMA Realty Holdings Corporation Ltd. (Formerly TGS Realty Holdings Corporation Ltd.)
100.0% - RMA (U.S.) Realty LLC (Delaware) [(special shares held by each of 1218023 Alberta Ltd. (50%) and 1214931 Alberta Ltd. (50%)]
100.0% - RMA American Realty Corp.
1% - RMA American Realty Limited Partnership [(99% owned by RMA (U.S.) Realty LLC (Delaware)]
99.0% - RMA American Realty Limited Partnership (1% owned by RMA American Realty Corp.)
100.0% - 1218023 Alberta Ltd.
50% - special shares in RMA (U.S.) Realty LLC (Delaware)
100.0% - 1214931 Alberta Ltd.
50% - special shares in RMA (U.S.) Realty LLC (Delaware)
70.0% - RMA Real Estate LP        
100.0% - RMA Properties Ltd. (Formerly TGS REIT Properties Ltd.)
100.0% - S-8025 Holdings Ltd.
100.0% - RMA Properties (Riverside) Ltd. (Formerly TGS REIT Properties (Riverside) Ltd.
70.0% - KS Village (Millstream) Inc.
70.0% - 0726861 B.C. Ltd.
70.0% - Trop Beau Developments Limited
70.0% - Kelowna Central Park Properties Ltd.
70.0% - Kelowna Central Park Phase II Properties Ltd.
40.0% - PVS Preferred Vision Services




12.5% - Vaudreuil Shopping Centres Limited
70.0% - Saskatoon West Shopping Centres Limited
12.5% - 2331777 Ontario Ltd.
12.5% - 2344701 Ontario Ltd.
12.5% - 2356720 Ontario Ltd.
12.5% - 0977221 B.C. Ltd.
100.0% - TMI Systems, Inc.
51.0% - Plandirect Insurance Services Inc.
100.0% - London Insurance Group Inc.
100.0% - Trivest Insurance Network Limited
100.0% - London Life Insurance Company
100.0% - 1542775 Alberta Ltd.
100.0% - 0813212 B.C. Ltd.
30.0% - Kings Cross Shopping Centre Ltd.
     30.0% - 0726861 B.C. Ltd.
30.0% - TGS North American Real Estate Investment Trust
100.0% - TGS Trust
30.0% - RMA Investment Company (Formerly TGS Investment Company)
100.0% - RMA Property Management Ltd. (Formerly TGS REIT Property Management Ltd.)
100.0% - RMAProperty Management 2004 Ltd. (Formerly TGS REIT Property Management 2004 Ltd.)
100.0% - RMA Realty Holdings Corporation Ltd. (Formerly TGS Realty Holdings Corporation Ltd.)
100.0% - RMA (U.S.) Realty LLC (DE) [(special shares held by 1218023 Alberta Ltd. (50%) and 1214931 Alberta Ltd. 50%)]
100.0% - RMA American Realty Corp.
1% - RMA American Realty Limited Partnership [(99% owned by RMA (U.S.) Realty LLC (Delaware)]
99.0% - RMA American Realty Limited Partnership (1% owned by RMA American Realty Corp.)
100.0% - 1218023 Alberta Ltd.
50% - special shares in RMA (U.S.) Realty LLC (Delaware)
100.0% - 1214931 Alberta Ltd.
50% - special shares in RMA (U.S.) Realty LLC (Delaware)
30.0% - RMA Real Estate LP
100.0% - RMA Properties Ltd. (Formerly TGS REIT Properties Ltd.)
100.0% - S-8025 Holdings Ltd.
100.0% - RMA Properties (Riverside) Ltd. (Formerly TGS REIT Properties (Riverside) Ltd.
100.0% - 1319399 Ontario Inc.
     100.0% - 3853071 Canada Limited
             50.0% - Laurier House Apartments Limited
             30.0% - Kelowna Central Park Properties Ltd.
             30.0% - Kelowna Central Park Phase II Properties Ltd.
             30.0% - Trop Beau Developments Limited




100.0% - 4298098 Canada Inc.
100.0% - GWLC Holdings Inc.
100% - GLC Reinsurance Corporation
100.0% - 389288 B.C. Ltd.
100.0% - Quadrus Investment Services Ltd.
             35.0% - The Walmer Road Limited Partnership
100.0% - 177545 Canada Limited
100.0% - Lonlife Financial Services Limited
             88.0% - Neighborhood Dental Services Ltd.
100.0% - Quadrus Distribution Services Ltd.
100.0% - Toronto College Park Ltd.
             25.0% - High Park Bayview Limited Partnership
             30.0% - KS Village (Millstream) Inc.
100.0% - London Life Financial Corporation
89.4% - London Reinsurance Group, Inc. (10.6% owned by London Life Insurance Company)
100.0% - London Life & General Reinsurance Co. Ltd. (1 share held by London Life & Casualty Reinsurance Corporation and 20,099,999 shares held by London Reinsurance Group Inc.)
100.0% - London Life & Casualty Reinsurance Corporation
100.0% - Trabaja Reinsurance Company Ltd.
100.0% - London Life and Casualty (Barbados) Corporation
100.0% - LRG (US), Inc.
100.0% - London Life International Reinsurance Corporation
100.0% - London Life Reinsurance Company
75.0% - Vaudreuil Shopping Centres Limited
30.0% - Saskatoon West Shopping Centres Limited
75.0% - 2331777 Ontario Ltd.
75.0% - 2344701 Ontario Ltd.
75.0% - 2356720 Ontario Ltd.
75.0% - 0977221 B.C. Ltd.
100.0% - Canada Life Financial Corporation
100.0% - The Canada Life Assurance Company
100.0% - Canada Life Brasil LTDA
100.0% - Canada Life Capital Corporation, Inc.
100.0% - Canada Life International Holdings, Limited
100.0% - Canada Life International Services Limited
100.0% - Canada Life International, Limited                                        100.0% - CLI Institutional Limited
100.0% - Canada Life Irish Holding Company, Limited                            
100.0% - Canada Life Group Services Limited




100.0% - Canada Life Europe Investment Limited
78.67% - Canada Life Assurance Europe Limited
100.0% - Canada Life Europe Management Services, Limited
21.33% - Canada Life Assurance Europe Limited                                            100.0% - Canada Life International Re, Limited
100.0% - Canada Life Reinsurance International, Ltd.
100.0% - Canada Life Reinsurance, Ltd.
100.0% - The Canada Life Group (U.K.), Limited
100.0% - Irish Life Investment Managers Limited
100.0% - Summit Asset Managers Ltd.
7.0% - Irish Association of Investment Managers
100.0% - Setanta Asset Management Limited
- Setanta Asset Management Funds Public Limited Company (interest only)
100.0% - Canada Life Pension Managers & Trustees, Limited
100.0% - Canada Life Asset Management Limited    
100.0% - Canada Life European Real Estate Limited
100.0% - Hotel Operations (Walsall) Limited
100.0% - Hotel Operations (Cardiff) Limited
100.0% - Canada Life Trustee Services (U.K.), Limited
100.0% - CLFIS (U.K.), Limited
100.0% - Canada Life, Limited
100.0% - Canada Life (Ireland), Limited    
11.29% - Irish Life Assurance plc.                        
100.0% - Canada Life (U.K.), Limited
100.0% - Albany Life Assurance Company, Limited
100.0% - Canada Life Management (U.K.), Limited                                                    100.0% - Canada Life Services (U.K.), Limited
100.0% - Canada Life Fund Managers (U.K.), Limited
100.0% - Canada Life Group Services (U.K.), Limited
100.0% - Canada Life Holdings (U.K.), Limited
100.0% - Canada Life Irish Operations, Limited
100.0% - Canada Life Ireland Holdings, Limited.
100.0% - Irish Life Group Limited
100.0% - Irish Progressive Services International Ltd
100.0% - Irish Life Group Services Limited
100.0% - Irish Life Financial Services Limited
49.0% - Glohealth Financial Services Limited                                                        100.0% - Vestone Ltd.
100.0% - Cornmarket Group Financial Services Ltd.




100.0% - Cornmarket Insurance Brokers Ltd.
100.0% - Cornmarket Insurance Services Limited
100.0% - Cornmarket Retail Trading Ltd.
100.0% - Savings & Investments Ltd.
100.0% - Gregan McGuiness (Life & Pensions) Ltd.
100.0% - Irish Life Associate Holdings
100.0% - Irish Life Irish Holdings
30.0% - Allianz-Irish Life Holdings plc.
88.71% - Irish Life Assurance plc.
100.0% - Ballsbridge Property Investments Ltd.
100.0% - Cathair Ce Ltd.
100.0% - Ilona Financial Group, Inc.
100.0% - Irish Life Unit Fund Managers Ltd.
100.0% - Keko Park Ltd.
100.0% - Stephen Court Ltd.
100.0% - Tredwell Associates Ltd.
100.0% - Irish Life Trustee Services Limited
100.0% - Kohlenberg & Ruppert Premium Properties S.A.
100.0% - Office Park De Mont-St-Guibert A S.A.
100.0% - Office Park De Mont-St-Guibert B S.A.
100.0% - Office Park De Mont-St-Guibert C S.A.
100.0% - Ilot St Michel Lux S.A.R.L.
100.0% - Ilot St Michel FH S.P.R.L.
100.0% - Ilot St Michel LLH S.P.R.L.
100.0% - Etak SAS
100.0% - Mili SAS
100.0% - Sarip SCI
66.66% - City Park (Hove) Management Company Ltd.
66.66% - City Gate Park Administration Limited
98.0% - Westlink Industrial Estate Management Company Ltd.
51.0% - SJRQ Riverside IV Management Limited
- Setanta Asset Management Funds Public Limited Company (interest only)
50.0% - Hollins Clough Management Company Ltd.
50.0% - Dakline Company Ltd.
50.0% - Ashtown Management Company Ltd.
25.0% - Fulwood Park Management Company (No. 2) Ltd.
20.0% - Choralli Limited
14.0% - Baggot Court Management Limited
11.0% - Richview Office Park Management Company Limited




5.5% - Padamul Ltd.
100.0% - Canada Life Group Holdings Limited
100.0% - 4073649 Canada, Inc. (1 common share owned by 587443 Ontario, Inc.)
100.0% - Canada Life Finance (U.K.), Limited
100.0% - CL Luxembourg Capital Management S.á.r.l.
100.0% - 8478163 Canada Limited
100.0% - Canada Life Bermuda Limited    
100.0% - The Canada Life Insurance Company of Canada    
100.0% - 6855572 Manitoba Ltd.
94.4% - MAM Holdings Inc. (5.6% owned by GWL)
100.0% - Mountain Asset Management LLC
12.5% - 2331777 Ontario Ltd.
12.5% - 2344701 Ontario Ltd.
12.5% - Vaudreuil Shopping Centres Limited
12.5% - 2356720 Ontario Ltd.
12.5% - 0977221 B.C. Ltd.
100.0% - CL Capital Management (Canada), Inc.                
100.0% - GRS Securities, Inc.                                    
100.0% - 587443 Ontario, Inc.
100.0% - Canada Life Mortgage Services, Ltd.
100.0% - Adason Properties, Limited
100.0% - Adason Realty, Ltd.
28.6% - GWL THL Private Equity I Inc. (71.4% owned by The Great-West Life Assurance Company)
100.0% - Canada Life Capital Trust
D.    IGM Financial Inc. Group of Companies (Canadian mutual funds)

Power Corporation of Canada
100.0% - 171263 Canada Inc.
65.73% - Power Financial Corporation
58.83% - IGM Financial Inc.
100.0% - Investors Group Inc.
100.0% - Investors Group Financial Services Inc.
100.0% - I.G. International Management Limited
100.0% - I.G. Investment Management (Hong Kong) Limited
100.0% - Investors Group Trust Co. Ltd.
100.0% - 391102 B.C. Ltd.
100.0% - I.G. Insurance Services Inc.
100.0% - Investors Syndicate Limited




100.0% - Investors Group Securities Inc.
100.0% - 6460675 Manitoba Ltd.
100.0% - I.G. Investment Management, Ltd.
100.0% - Investors Group Corporate Class Inc.
100.0% - Investors Syndicate Property Corp.
100.0% - 0965311 B.C. Ltd.
100.0% - 0992480 B.C. Ltd.
19.63% - I.G. (Rockies) Corp.
100.0% - I.G. Investment Corp.
80.37% - I.G. (Rockies) Corp. (19.63% owned by I.G. Investment Management, Ltd.)
100.0% - Mackenzie Inc.
100.0% - Mackenzie Financial Corporation
100.0% - Mackenzie Investments Charitable Foundation
14.28% - Strategic Charitable Giving Foundation        
100.0% - Mackenzie Cundill Investment Management (Bermuda) Ltd.
100.0% - Mackenzie Financial Capital Corporation
100.0% - Multi-Class Investment Corp.
100.0% - MMLP GP Inc.
100.0% - Mackenzie Investments Corporation
100.0% - Mackenzie Investments PTE. Ltd.
100.0% - Mackenzie Global Macro Asian Credit Fund Ltd.
100% - Mackenzie Global Macro Asian Credit Master Fund, Ltd.
97.08% - Investment Planning Counsel Inc. (and 2.92% owned by Management of IPC)
100.0% - IPC Investment Corporation                     
100.0% - IPC Estate Services Inc.
100.0% - IPC Securities Corporation
88.66% - IPC Portfolio Services Inc. (and 11.34% owned by advisors of IPC Investment Corporation and IPC Securities Corporation)
100.0% - Counsel Portfolio Services Inc.
100.0% - Counsel Portfolio Corporation    

E.
Pargesa Holding SA Group of Companies (European investments)

Power Corporation of Canada
100.0% - 171263 Canada Inc.
65.73% - Power Financial Corporation
100.0% - Power Financial Europe B.V.
    50.0% - Parjointco N.V.
     75.4% - Pargesa Holding SA (55.5% capital)
100.0% - Pargesa Netherlands B.V.




52.0% (taking into account the treasury shares - Groupe Bruxelles Lambert (50.0% in capital)
Capital
1.1% - Suez Environment Company (of which 0.2% in trading)
29.3% - Lafarge SA (21.1% in capital of which 0.1% held by GBL Energy S.à r.l. and Serena S.à r.l.))
6.9% - Pernod Ricard (7.5% in capital)
12.43% - Umicore (12.43% in capital)
0.4% - LTI One
0.1% - Sagerpar
100.0% - Belgian Securities B.V.
Capital
71.9% - Imerys (56.5% in capital)
100.0% - Brussels Securities
Capital
99.6% - LTI One
0.1% - Groupe Bruxelles Lambert
100.0% - LTI Two
0.1% - Groupe Bruxelles Lambert
0.1% - Umicore
99.9% - Sagerpar
3.6% - Groupe Bruxelles Lambert
100.0% - GBL Overseas Finance N.V.
100.0% - COFINERGY
Capital
100.0% - GBL Energy S.á.r.l.
Capital
3.0% - Total SA (2.7% in capital)
100.0% - GBL Verwaltung GmbH
100.0% - GBL Finance & Treasury
100.0% - GBL Verwaltung SA
Capital
100.0% - GBL Investments Limited
100.0% - GBL R
100.0% - Sienna Capital S.á.r.l
Capital
39.1% - Kartesia Credit Opportunities I SCA, SICAV-SIF
40.0% - Kartesia GP SA
43.0% - ECP1
100.0% - ECP3
15.1% - Mérieux Participations I




37.8% - Mérieux Participations II
100.0% - Serena S.á.r.l
Capital
15.0% - SGS
2.4% - GDF SUEZ (of which 0.1% in trading)
42.4% - ECP 2            
100.0% - Pargesa Netherlands B.V.
100.0% - SFPG

F.    Square Victoria Communications Group Inc. Group of Companies (Canadian communications)

Power Corporation of Canada
100.0% - Square Victoria Communications Group Inc.
100.0% - Gesca Ltée
100.0% - La Presse, ltée        
100.0% - Cyberpresse Inc.                
100.0% - 3834310 Canada Inc.
100.0% - Square Victoria Digital Properties inc.
100.0% - 4400046 Canada Inc.
81.90% - 9059-2114 Québec Inc.
99.27% - DuProprio Inc.
100.0% - VR Estates Inc.
100.0% - 0757075 B.C. Ltd.
0.1% - Lower Mainland Comfree LP
99.9% - Lower Mainland Comfree LP
100.0% - Comfree Commission Free Realty Inc.
100.0% - CF Real Estate First Inc.
100.0% - CF Real Estate Max Inc.
100.0% - CF Real Estate Ontario Inc.
100.0% - CF Real Estate Maritimes Inc.
100.0% - DP Immobilier Québec Inc.
100.0% - 8495122 Canada Inc.        
100.0% - Les Éditions Gesca Ltée
100.0% - Les Éditions La Presse Ltée
100.0% - (W.illi.am) 6657443 Canada Inc.
2.72% - Acquisio Inc.         
50.0% - Workopolis Canada
25.0% - Olive Média
100.0% - Attitude Digitale Inc.




26.32% - Checkout 51 Inc.
100.0% - Square Victoria C.P. Holding Inc.
33.3% - Canadian Press Enterprises Inc.
100.0% - Pagemasters North America Inc.    

G.
Power Corporation (International) Limited Group of Companies (Asian investments)

Power Corporation of Canada
100.0% - Power Corporation (International) Limited
99.9% - Power Pacific Corporation Limited
100.0% - Power Pacific Mauritius Limited
11.74% - Vimicro International Corporation     
0.1% - Power Pacific Equities Limited
99.9% - Power Pacific Equities Limited
0.63% - CITIC Limited
100.0% - Power Communications Inc.
0.1% - Power Pacific Corporation Limited
10.0% - China Asset Management Limited

H.    Other PCC Companies

Power Corporation of Canada
100.0% - 152245 Canada Inc.
100.0% - Power Tek, LLC
100.0% - 3540529 Canada Inc.
18.75% - Société Immobiliére HMM
1.22% - Quinstreet Inc.
100.0% - Square Victoria Real Estate Inc./ Spuare Victoria Immobilier Inc.
100.0% - 3121011 Canada Inc.
100.0% - 171263 Canada Inc.
100.0% - Victoria Square Ventures Inc.
22.12% - Bellus Health Inc.    
25.0% - Club de Hockey Les Remparts de Québec Inc.
100.0% - Power Energy Corporation
62.83% - Potentia Solar Inc.
100.0% - Power Energy Eagle Creek Inc.
60.0% - Power Energy Eagle Creek LLP
     24.05% - Eagle Creek Renewable Energy, LLC
100.0% - Power Communications Inc.




100.0% - Brazeau River Resources Investments Inc.
100.0% - PCC Industrial (1993) Corporation
100.0% - Power Corporation International
100.0% - 3249531 Canada Inc.
100.0% - Sagard Capital Partners GP, Inc.
99.4% - Sagard Capital Partners, L.P.
96.9% - IntegraMed America, Inc.
100.0% - Power Corporation of Canada Inc.    
100.0% - PL S.A.
100.0% - 4190297 Canada Inc.
100% - Sagard Capital Partners Management Corp.
100.0% - Sagard S.A.S.
100.0% - Marquette Communications (1997) Corporation
100.0% - 4507037 Canada Inc.
100.0% - 4524781 Canada Inc.
100.0% - 4524799 Canada Inc.
100.0% - 4524802 Canada Inc.

I.    Other PFC Companies

Power Financial Corporation
100.0% - 4400003 Canada Inc.
100.0% - 3411893 Canada Inc.
100.0% - 3439453 Canada Inc.    
100.0% - Power Financial Capital Corporation
100.0% - 7973594 Canada Inc.
100.0% - 7973683 Canada Inc.
100.0% - 7974019 Canada Inc.
100.0% - 8677964 Canada Inc.





Item 27. >Number of Contract owners
 
As of March 31, 2015, there were 8 owners of Contracts; 8 were in non-qualified contracts and zero were in qualified contracts.
 
Item 28. Indemnification

 
Provisions exist under the laws of the State of New York and the Bylaws of GWL&A NY whereby GWL&A NY may indemnify a director, officer, or controlling person of GWL&A NY against liabilities arising under the Securities Act of 1933. The following excerpts contain the substance of these provisions:

New York Corporate Code

Section 721. Nonexclusivity of statutory provisions for indemnification of directors and officers.

The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the certificate of incorporation or the by-laws or, when authorized by such certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this article shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

Section 722. >Authorization for indemnification of directors and officers.

(a) A corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

(b) The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful.

(c) A corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other




enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of  the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d) For the purpose of this section, a corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.

Section 723. Payment of indemnification other than by court award.

(a) A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section 722 shall be entitled to indemnification as authorized in such section.

(b) Except as provided in paragraph (a), any indemnification under section 722 or otherwise permitted by section 721, unless ordered by a court under section 724 (Indemnification of directors and officers by a court), shall be made by the corporation, only if authorized in the specific case:

(1) By the board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in section 722 or established pursuant to section 721, as the case may be, or,

(2) If a quorum under subparagraph (1) is not obtainable or, even if obtainable, a quorum of disinterested directors so directs; (A) By the board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in such sections has been met by such director or officer, or (B) By the shareholders upon a finding that the director or officer has met the applicable standard of conduct set forth in such sections.

(c) Expenses incurred in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by paragraph (a) of section 725.

Section 724. Indemnification of directors and officers by a court.

(a) Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or of the shareholders in the specific case under section 723 (Payment of indemnification other than by court award), indemnification shall be awarded by a court to the extent authorized under section 722 (Authorization for indemnification of directors and officers), and




paragraph (a) of section 723. Application therefore may be made, in every case, either:

(1) In the civil action or proceeding in which the expenses were incurred or other amounts were paid, or

(2) To the supreme court in a separate proceeding, in which case the application shall set forth the disposition of any previous application made to any court for the same or similar relief and also reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were incurred or other amounts were paid.

(b) The application shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of a court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require.

(c) Where indemnification is sought by judicial action, the court may allow a person such reasonable expenses, including attorneys' fees, during the pendency of the litigation as are necessary in connection with his defense therein, if the court shall find that the defendant has by his pleadings or during the course of the litigation raised genuine issues of fact or law.

Section 725. Other provisions affecting indemnification of directors and officers.

(a) All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under paragraph (c) of section 723 (Payment of indemnification other than by court award) or allowed by a court under paragraph (c) of section 724 (Indemnification of directors and officers by a court) shall be repaid in case the person receiving such advancement or allowance is ultimately found, under the procedure set forth in this article, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the corporation or allowed by the court exceed the indemnification to which he is entitled.

(b) No indemnification, advancement or allowance shall be made under this article in any circumstance where it appears:

(1) That the indemnification would be inconsistent with the law of the jurisdiction of incorporation of a foreign corporation which prohibits or otherwise limits such indemnification;

(2) That the indemnification would be inconsistent with a provision of the certificate of incorporation, a by-law, a resolution of the board or of the shareholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(3) If there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.

(c) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.





(d) If any action with respect to indemnification of directors and officers is taken by way of amendment of the by-laws, resolution of directors, or by agreement, then the corporation shall, not later than the next annual meeting of shareholders, unless such meeting is held within three months from the date of such action, and, in any event, within fifteen months from the date of such action, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the action taken.

(e) Any notification required to be made pursuant to the foregoing paragraph (c) or (d) of this section by any domestic mutual insurer shall be satisfied by compliance with the corresponding provisions of section one thousand two hundred sixteen of the insurance law.

(f) The provisions of this article relating to indemnification of directors and officers and insurance therefore shall apply to domestic corporations and foreign corporations doing business in this state, except as provided in section 1320 (Exemption from certain provisions).

Section 726. Insurance for indemnification of directors and officers.

(a) Subject to paragraph (b), a corporation shall have power to purchase and maintain insurance:

(1) To indemnify the corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this article, and

(2) To indemnify directors and officers in instances in which they may be indemnified by the corporation under the provisions of this article, and

(3) To indemnify directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of this article provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the superintendent of insurance, for a retention amount and for co-insurance.

(b) No insurance under paragraph (a) may provide for any payment, other than cost of defense, to or on behalf of any director or officer:

(1) if a judgment or other final adjudication adverse to the insured director or officer establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or

(2) in relation to any risk the insurance of which is prohibited under the insurance law of this state.

(c) Insurance under any or all subparagraphs of paragraph (a) may be included in a single contract or supplement thereto. Retrospective rated contracts are prohibited.

(d) The corporation shall, within the time and to the persons provided in paragraph (c) of section 725 (Other provisions affecting indemnification of directors or officers), mail a statement in respect of any insurance it has purchased or renewed under this section, specifying the insurance carrier, date of the contract, cost of the insurance, corporate positions insured, and a statement explaining all sums, not previously reported in a statement to shareholders, paid under any indemnification insurance contract.

(e) This section is the public policy of this state to spread the risk of corporate management, notwithstanding any other general or special law of this state or of any other jurisdiction including the federal government.

Bylaws of GWL&A NY
 




ARTICLE II, SECTION 11. <u>Indemnification of Directors</u>. The corporation may, by resolution of the Board of Directors, indemnify and save harmless out of the funds of the corporation to the extent permitted by applicable law, any Director, Officer, or employee of the corporation or any member or officer of any Committee, and his or her heirs, executors, and administrators, from and against all claims, liabilities, costs, charges, and expenses whatsoever that any such Director, Officer, employee, or any such member or officer sustains or incurs in or about any action, suit, or proceeding that is brought, commenced, or prosecuted against him or her for or in respect of any act, deed, matter, or thing whatsoever, made, done, or permitted by him or her in or about the execution of the duties of his or her office or employment with the corporation, in or about the execution of his or her duties as a Director or Officer of another company which he or she so serves at the request and on behalf of the corporation, or in or about the execution of his or her duties as a member or officer of any such Committee, and all other claims, liabilities, costs, charges, and expenses that he or she sustains or incurs, in or about or in relation to any such duties or the affairs of the corporation, the affairs of such other company which he or she so serves or the affairs of such Committee, except such claims, liabilities, costs, charges, or expenses as are occasioned by acts or omissions which were in bad faith, involved intentional misconduct, a violation of the New York Insurance Law or a knowing violation of any other law or which resulted in such person personally gaining in fact a financial profit or other advantage to which he or she was not entitled. The corporation may, by resolution of the Board of Directors, indemnify and save harmless out of the funds of the corporation to the extent permitted by applicable law, any Director, Officer, or employee of any subsidiary corporation of the corporation on the same basis and within the same constraints as described in the preceding sentence. No payment of indemnification shall be made unless notice has been filed with the Superintendent of Insurance pursuant to Section 1216 of the New York Insurance Law.
 
Item 29. Principal Underwriter
 
(a) GWFS Equities, Inc. ("GWFS") is the distributor of securities of the Registrant. In addition to the Registrant, GWFS also serves as distributor or principal underwriter for Great-West Funds, Inc. (formerly Maxim Series Fund, Inc.), an open-end management investment company, Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company (“GWL&A”), Maxim Series Account of GWL&A, FutureFunds Series Account of GWL&A, COLI VUL-2 Series Account of GWL&A, COLI VUL-4 Series Account of GWL&A, Variable Annuity-2 Series Account of GWL&A, Trillium Variable Annuity Account of GWL&A, Prestige Variable Life Account of GWL&A, COLI VUL-2 Series Account of GWL&A NY and Variable Annuity-2 Series Account of GWL&A NY.
 
(b) Directors and Officers of GWFS

Name
Principal Business Address
Position and Office with Underwriter

C.P. Nelson
8515 East Orchard Road
Greenwood Village, CO
80111
Chairman, President and Chief Executive Officer
R.K. Shaw
8515 East Orchard Road
Greenwood Village, CO
80111
Director and Executive Vice President
D.L. Musto
8515 East Orchard Road
Greenwood Village, CO
80111
Director
E. Murphy
8515 East Orchard Road
Greenwood Village, CO
80111
Director
S. Jenks
8515 East Orchard Road
Greenwood Village, CO
80111
Director
C. Waddell
8515 East Orchard Road
Greenwood Village, CO
80111
Director
W.S. Harmon
8515 East Orchard Road
Greenwood Village, CO
80111
Senior Vice President
S.A. Bendrick
8515 East Orchard Road
Greenwood Village, CO
80111
Vice President
M.R. Edwards
8515 East Orchard Road
Greenwood Village, CO
80111
Senior Vice President
R.J. Laeyendecker
8515 East Orchard Road
Greenwood Village, CO
80111
Senior Vice President
C. Bergeon
8515 East Orchard Road
Greenwood Village, CO
80111
Vice President
S.M. Gile
8515 East Orchard Road
Greenwood Village, CO
80111
Vice President
M.C. Maiers
8515 East Orchard Road
Greenwood Village, CO
80111
Vice President and Treasurer




B. Neese
8515 East Orchard Road
Greenwood Village, CO
80111
Vice President
B.A. Byrne
8515 East Orchard Road
Greenwood Village, CO
80111
Secretary and Chief Compliance Officer
J. Terwilliger
8515 East Orchard Road Greenwood Village, CO 80111
Assistant Secretary and Assistant Chief Compliance Officer
T.L. Luiz
8515 East Orchard Road
Greenwood Village, CO
80111
Compliance Officer


(c) Commissions and other compensation received by Principal Underwriter during Registrant's last fiscal year:

Name of Principal Underwriter
 
Net Underwriting Discounts and Commissions
 
Compensation on Redemption
 
Brokerage Commissions
 
Compensation
 
 
 
 
 
 
 
 
 
GWFS
 
-0-
 
-0-
 
-0-
 
-0-

Item 30. Location of Accounts and Records
 
All accounts, books, or other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained by the Registrant through Great-West Life & Annuity Insurance Company, 8515 East Orchard Road, Greenwood Village, Colorado 80111.
 
Item 31. Management Services

 
Not Applicable.
 
Item 32. Undertakings

(a)
Registrant undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.

(b)
Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

(c)
Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this form promptly upon written or oral request.

(d)
Great-West Life & Annuity Insurance Company of New York represents the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by Great-West Life & Annuity Insurance Company of New York.
 



 


SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf, in the City of Greenwood Village, and State of Colorado, on this 10th day of April, 2015.


 
VARIABLE ANNUITY-1 SERIES ACCOUNT
 
(Registrant)
 
 
By:
/s/ Louis J. Mannello, Jr.
 
Louis J. Mannello, Jr.,
 
President and Chief Executive Officer of Great-West Life & Annuity Insurance Company of New York
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
 
(Depositor)
 
 
By:
/s/ Louis J. Mannello, Jr.
 
Louis J. Mannello, Jr.,
 
President and Chief Executive Officer

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:







Signature
Title
Date
 
 
 
 
 
 
/s/ R. Jeffrey Orr
Chairman of the Board
April 10, 2015
R. Jeffrey Orr*
 
 
 
 
 
 
 
/s/ Louis J. Mannello, Jr.
President and Chief Executive Officer and Principal Financial Officer
April 10, 2015
Louis J. Mannello, Jr.
 
 
 
 
 
 
 
/s/ Marcia D. Alazraki
Director
April 10, 2015
Marcia D. Alazraki*
 
 
 
 
 
 
/s/ John L. Bernbach
Director
April 10, 2015
John L. Bernbach*
 
 
 
 
 
 
 
/s/ André Desmarais
Director
April 10, 2015
André Desmarais*
 
 
 
 
 
 
 
 
/s/ Paul Desmarais, Jr.
Director
April 10, 2015
Paul Desmarais, Jr.*
 
 

 
 
 
/s/ Stuart Z. Katz
Director
April 10, 2015
Stuart Z. Katz*
 
 
 
 
 
 
 
/s/ T. Timothy Ryan, Jr.
Director
April 10, 2015
T. Timothy Ryan, Jr.*
 
 
 
 
 
 
 
/s/ Jerome J. Selitto
Director
April 10, 2015
Jerome J. Selitto*
 
 
 
 
 
 
 
/s/ Brian E. Walsh
Director
April 10, 2015
Brian E. Walsh*
 
 
 
 
 
 
 
 
 
 
*By: /s/ Ryan L. Logsdon
 
April 10, 2015
Ryan L. Logsdon
 
 
Attorney-in-Fact pursuant to Power of Attorney
 
 



 
EX-4.E 2 sch-amendnyfinal.htm EXHIBIT 4.E SCH-AmendNYfinal

GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY OF NEW YORK
A Stock Company
[50 Main Street, 10th Floor]
[White Plains, NY]
[1-800-723-8723]



Contract Amendment

THIS AMENDMENT IS ISSUED BY GREAT‑WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK AS PART OF THE INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT (THE “CONTRACT”) TO WHICH IT IS ATTACHED. EXCEPT AS EXPRESSLY AMENDED BY THIS AMENDMENT, THE TERMS AND CONDITIONS OF THE CONTRACT SHALL REMAIN IN FULL FORCE AND EFFECT. IF THERE IS ANY CONFLICT BETWEEN THIS AMENDMENT AND THE CONTRACT, THE TERMS OF THIS AMENDMENT WILL PREVAIL.

1.     The Right to Cancel on the front cover of the Contract is deleted and replaced with the following:
There is a 10 day right to cancel. If the Contract is issued as a replacement of existing life insurance or annuity coverage, the right to cancel period is extended to 60 days from the date of receiving it. If you are not satisfied with the Contract, return it to the Retirement Resource Operations Center or an agent of the Company. The Contract will be void from the start, and the Company will refund the Annuity Account Value plus any charges and fees as of the Transaction Date the Request for cancellation is received. During the right to cancel period, the Contributions will be allocated in the Sub-Account(s) as specified in the application.

2.        Section 3.03 of Section 3 of the Contract is deleted and replaced with the following:

3.03 ALLOCATION OF CONTRIBUTIONS
If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right-to-cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right-to-cancel period, the Owner may change the allocations to the Sub-Accounts.

Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

Signed for Great-West Life & Annuity Insurance Company of New York on the issuance of the Contract.


[ ]    [ ]
[Richard Schultz],    [Louis J. Manello, Jr.],
[Secretary]    [President and Chief Executive Officer]

SCH-AMENDNY
EX-8.E 3 a2014-04x01blackrockvafpas.htm EXHIBIT 8.E 2014-04-01BlackrockVAFPASchwabandSmartTrack


FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is executed as of April _1st__, 2014, and effective as of May 1, 2014 (the "Effective Date"), by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management investment company organized as a Maryland corporation (the "Fund"), BLACKROCK INVESTMENTS, LLC ("BRIL" or the "Underwriter"), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the "1934 Act"), GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a life insurance company organized under the laws of the State of Colorado ("GWL&A"), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (each separate account hereinafter referred to individually as an "Account" and collectively as the "Accounts") and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, a life insurance company organized under the laws of the State of New York ("GWL&A NY"). GWL&A and GWL&A NY shall be referred to collectively as the "Company".
WITNESSETH:
WHEREAS, the Fund has filed a registration statement with the Securities and Exchange Commission ("SEC") to register itself as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and to register the offer and sale of its shares under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Fund desires to act as an investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts to be offered by insurance companies that have entered into participation agreements with the Fund (the "Participating Insurance Companies"); and
WHEREAS, the Underwriter is registered as a broker-dealer with the SEC under the 1934 Act, is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA") and acts as principal underwriter of the shares of the Fund; and
WHEREAS, the capital stock of the Fund is divided into several series of shares, each series representing an interest in a particular managed portfolio of securities and other assets; and
WHEREAS, the several series of shares of the Fund offered now or in the future by the Fund to the Company and the Accounts are described on Schedule B attached hereto (each, a "Portfolio," and, collectively, the "Portfolios"); and
WHEREAS, the Fund has received an order from the SEC granting Participating Insurance Companies and their separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the "Shared Fund Exemptive Order"); and
WHEREAS, BlackRock Advisors, LLC ("BAL") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is the Fund's investment adviser; and
WHEREAS, the Company has registered or will register under the 1933 Act certain variable Life insurance policies and/or variable annuity contracts funded or to be funded through

1



one or more of the Accounts (the "Contracts") and will sell the Contracts to owners of the Contracts ("Contract owners"); and

WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in one or more of the Portfolios (the "Shares") on behalf of the Accounts to fund the Contracts, and the Fund intends to sell such Shares to the relevant Accounts at such Shares' net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows:
ARTICLE 1
Sale of the Fund Shares
1.1    Subject to Section 1.3, the Fund shall make Shares of the Portfolios available to the Accounts at net asset value in accordance with the operational procedures mutually agreed to by the Fund and the Company from time to time and the provisions of the then current prospectuses and statements of additional information of the Portfolios (collectively, the "Prospectus"). Shares of a particular Portfolio of the Fund shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. The Directors of the Fund (the "Directors") may refuse to sell Shares of any Portfolio to any person (including the Company and the Accounts), or suspend or terminate the offering of Shares of any Portfolio, if such action is required by law or by regulatory authorities having jurisdiction in their sole discretion when acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, if they deem such actions necessary in the best interests of the shareholders of such Portfolio.
1.1(a) If there are corrections to a Portfolio's net asset value, the following provisions shall
apply:
Fund/SERV Transactions. If the parties choose to use the National Securities Clearing Corporation's Mutual Fund Settlement, Entry and Registrtion Verification ("Fund/SERV") system, any corrections to a Portfolio's net asset value for the prior Trade Date (as hereinafter defined) will be submitted through the Mutual Fund Profile with the correct net asset value and applicable date. If the corrections are dated later than Trade Date plus one, an electronic transmission should be sent in addition to the Mutual Fund Profile submission; or
Manual Transactions. If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to a Portfolio's net asset value should be communicated by facsimile or by electronic transmission, and will include for each day on which an adjustment has occurred the incorrect Portfolio net asset value, the correct net asset value, and, to the extent communicated to Portfolio shareholders, the reason for the adjustment.
1.1(b) Fund/SERV Transactions. If the parties choose to use Fund/SERV or any other NSCC service, the following provisions shall apply:
The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation ("NSCC") and the terms of any NSCC agreement filed by it with the NSCC. Without limiting the generality of the following provisions of this section, the

2



Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the "NSCC Systems").

Any information transmitted through the NSCC Systems by any party to the other and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party.
On each Business Day (as hereinafter defined), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company prior to the Close of Trading (as hereinafter defined) on each Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the "Trade Date") no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) on the Business Day following the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be transmitted to NSCC prior to the following Business Day. The Fund or its designee shall treat all trades communicated to the Fund or its designee in accordance with this provision as if received prior to the Close of Trading on the Trade Date.
All orders are subject to acceptance by the Fund or its designee and become effective only upon confirmation by the Fund or its designee. Upon confirmation, the Fund or its designee will verify total purchases and redemptions and the closing share position for each Account. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to:
Bank of NY ABA#:021000018
Account Title: GWFS Equities, Inc.
Account No.: 8900471874
Reference:
1.1(c) Manual Transactions. If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, the following provisions shall apply:
Next Day Transmission of Orders. On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company prior to the Close of Trading on such Business Day. Prior to 9:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) on the next following Business Day, the Company shall communicate to the Fund or its designee by facsimile or, in the Company's discretion, by telephone or any other method agreed upon by the parties, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on the prior Business Day. All orders communicated to the Fund or its designee by the 9:00 a.m. deadline (or such other time as may be agreed by the parties from time to time) shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date.

3




Purchases. The Company will use its best efforts to transmit each purchase order to the Fund or its designee in accordance with written instructions previously provided by the Fund or its designee to the Company. The Company will use its best efforts to initiate by wire transfer to BRIL or its designee purchase amounts no later than the close of the Federal Reserve Wire Transfer System (the "Fedwire System") on the next Business Day following the Trade Date.
Redemptions. With respect to redemption orders placed by the Company by 9:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) on the first Business Day following the Trade Date, the Fund or its designee will use its best efforts to initiate by wire transfer to the Company proceeds of such redemptions no later than the close of the Fedwire System on the next Business Day following the Trade Date.

Unless otherwise informed in writing, such redemption wires should be sent to:

Bank of NY
ABA#: 021000018
Account Title: GWFS Equities, Inc.
Account No.: 8900471874
Reference:
1.2    Subject to Section 1.3, the Fund will redeem any full or fractional Shares of any
Portfolio when requested by the Company on behalf of an Account at net asset value in accordance with the operational procedures mutually agreed to by the Fund and the Company from time to time and the provisions of the Prospectus of the Portfolios. The Fund shall make payment for such Shares in accordance with Section 1.4, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act (including any Rule or order of the SEC thereunder).
1.3    (a) The Company will not aggregate orders received from its Contract owners after close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the "Close of Trading") with orders received before the Close of Trading, and warrants that its internal control structure concerning the processing and transmission of orders is suitably designed to prevent or detect on a timely basis orders received after the Close of Trading from being aggregated with orders received before the Close of Trading and to minimize errors that could result in late transmission of orders. Orders received by the Company before the Close of Trading are eligible to receive that Business Day's net asset value, and Orders received by the Company after the Close of Trading are eligible to receive the next Business Day's net asset value.
(b)     Notwithstanding anything to the contrary in this Agreement, the Fund shall accept purchase and redemption orders resulting from investment in and payments under the Contracts on each Business Day, provided that such orders are received prior to 9:00 a.m. Eastern Time and reflect instructions received by the Company from Contract owners in good order prior to the time the net asset value of each Portfolio is priced in accordance with the preceding paragraph and the Fund's Prospectus on the prior Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. Purchase and redemption orders shall be provided by the Company in such written or electronic form (including, without limitation, facsimile) as may be mutually acceptable to the Company and the Fund. The Fund may reject purchase and redemption orders which are not in the form prescribed in the Fund's Prospectus. In the event that the Company and the Fund agree to use a form of written or electronic communication which is not capable of recording the time, date and recipient of any communication and confirming

4



good transmission, the Company agrees that it shall be responsible for confirming that any communication sent by the Company was in fact received by the Fund or its designee, in proper form and in accordance with the terms of this Agreement. The Fund and its agents or designees shall be entitled to rely upon, and shall be fully protected from all liability in acting upon, the instructions of the authorized individuals.
1.4    Purchase orders that are transmitted to the Fund or its designee in accordance with Section 1.3 shall be paid for on the next Business Day following the Trade Date. Payments shall be made in federal funds transmitted by wire. In the event that the Company shall fail to pay in a timely manner for any purchase order validly received by the Fund or its designee pursuant to Section 1.3, the Company shall hold the Fund or its designee harmless from any losses reasonably sustained by the Fund or its designee as the result of acting in reliance on such purchase order. Redemption orders that are transmitted to the Fund or its designee in accordance with Section 1.3 shall be paid for no later than the close of the Fedwire System on the next Business Day following the Trade Date. Payments shall be made in federal funds transmitted by wire. In the event that the Fund or its designee shall fail to pay in a timely manner for any redemption order validly received by the Fund or its designee pursuant to Section 1.3, the Fund or its designee shall hold the Company harmless from any losses reasonably sustained by the Company as the result of acting in reliance on such redemption order.
1.5    Issuance and transfer of Shares of the Portfolios will be by book entry only. Share
certificates will not be issued to the Company or the Account. Shares ordered from the Fund will be recorded in the appropriate title for each Account or the appropriate sub-account of each Account.
1.6 The Fund or its designee shall furnish prompt written notice by email to the Company of any income, dividends or capital gain distribution payable on Shares. The Company hereby elects to receive all such income, dividends and capital gain distributions as are payable on a Portfolio's Shares in additional Shares of that Portfolio. The Fund shall notify the Company in writing by email of the number of Shares so issued as payment of such income, dividends and distributions.
1.7    The Fund shall make the net asset value per Share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per Share is calculated and shall use its best efforts to make such net asset value per Share available by 7:00 p.m. Eastern Time. If the Fund provides materially incorrect net asset value information, it shall make an adjustment to the number of Shares purchased or redeemed for any affected Account to reflect the correct net asset value. Any material error in the calculation or reporting of net asset value, dividend or capital gains information shall be reported promptly in writing by email upon discovery to the Company.
1.8    The Company agrees that it will not take any action to operate an Account as a
management investment company under the 1940 Act without the Fund's and the Underwriter's prior written consent.
1.9    The Fund agrees that its Shares will be sold only to Participating Insurance
Companies and their separate accounts. No Shares of any Portfolio will be sold directly to the general public. The Company agrees that Shares will be used only for the purposes of funding the Contracts and Accounts listed in Schedule A, as amended from time to time.
1.10    The Fund agrees that all Participating Insurance Companies shall have the obligations and responsibilities regarding conflicts of interest corresponding to those contained in Article 4 of this Agreement.

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1.11     The Fund reserves the right to reject any purchase orders, including exchanges, for any reason, including if the Fund, in its sole opinion, believes any of the Company's Contract owners is engaging in short-term or excessive trading into and out of a Portfolio or otherwise engaging in trading that may be disruptive to a Portfolio ("Market Timing"). The Company agrees to cooperate with the Underwriter and the Fund to monitor for Market Timing by its Contract owners, to provide such relevant information about Market Timing to the Fund as it may reasonably request, including but not limited to such Contract owner's identity, and to prevent Market Timing from occurring by or because of Contract owners. Failure of the Fund to reject any purchase orders that might be deemed to be Market Timing shall not constitute a waiver of the Fund's rights under this section. Pursuant to Rule 22c-2 of the 1940 Act, on behalf of the Fund, the Underwriter and the Company agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.
ARTICLE 2
Obligations of the Parties
2.1 The Fund shall prepare and be responsible for filing with the SEC and any state
securities regulators requiring such filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its Shares.
2.2     At least annually, the Underwriter or its designee shall provide the Company with a PDF of the current prospectus of the applicable Portfolio(s) suitable for duplication by the Company for distribution to existing Contract owners whose Contracts are funded by Shares of such Portfolio(s) and to prospective purchasers of Contracts. The Underwriter or its designee will pay the Company's usual, customary and reasonable printing costs for printing prospectuses for existing Contract owners. The Company will bear the costs of printing prospectuses for prospective purchasers of Contracts. The Company will provide the Underwriter or its designee with supporting documentation which is sufficient in the reasonable opinion of the Underwriter or its designee to enable the Underwriter or its designee to verify the printing expenses for which the Company requests reimbursement. The Company agrees to use its best efforts to minimize any printing expenses. If the Company prints such documents, Company agrees that any printer its selects shall be a reputable printer within the industry.
The Company may use such PDF described above to assist with the updating of any of its Contract prospectuses or related materials in order to have the prospectuses of the Portfolios conform to the Company's Contract prospectuses or related materials, with the expenses of such updating, including printing, to be borne by the Company.
For purposes of this Section 2.2 only, references to a Portfolio's "prospectus" shall exclude the related statement of additional information.
2.3    The Fund or its designee shall provide a master PDF of the statement of additional
information for the Portfolios to the Company (suitable for duplication by the Company at the Company's expense) for distribution to any owner of a Contract funded by the Shares or to a prospective purchaser who requests such statement.
2.4    The Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to

6



shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for distribution to Contract owners.
2.5    The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") or any Portfolio or any entity with BlackRock in its name is named at least ten Business Days prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, any Portfolio, the Underwriter, or BAL or any entity with BlackRock in its name is named ("Company Materials"), at least ten Business Days prior to its use. No Company Materials shall be used if any of the Fund Parties reasonably objects to such use within ten Business Days after receipt of such material. Notwithstanding the foregoing, the Company need not furnish, or cause to be furnished, to the Fund or its designee revisions to Company Materials previously approved by the Fund or its designee ("Updated Company Materials") unless the Company Materials on which they are based have been materially changed. The Fund or its designee also reserves the right to review Company Materials and Updated Company Materials at any time upon request made by the Fund or its designee to the Company. The Fund or its designee may reasonably object to the continued use of any Company Materials or Updated Company Materials. No Company Materials or Updated Company Materials shall be used if the Fund or its designee so objects.
2.6    At the reasonable request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports:
the Company's annual financial report (prepared under generally accepted accounting principles ("GAAP", if any);
the Company's quarterly statements, if any;
any financial statement, proxy statement, notice or report of the Company sent to policyholders; and
any registration statement (without exhibits) and financial reports of the Company filed with any state insurance regulator.
2.7    Notwithstanding anything to the contrary in this Agreement, the Company shall not
give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or Prospectus for the Shares (as such registration statement and Prospectus may be amended or supplemented from time to time), reports of the Fund, Fund-sponsored proxy statements, or in sales literature or other promotional material approved by the Fund or Underwriter, except with the written permission of the Fund or Underwriter.
2.8 Neither the Fund nor the Underwriter shall give any information or make any
representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the written permission of the Company.

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2.9    The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Company shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.10    Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so
long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract owners are received, as well as Shares held by the Account that are owned by the Company for its general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
2.11    (a) The Company will furnish the Fund or its designee (including, without limitation,
any auditors designated by the Fund) with such information in connection with this Agreement and/or any agreement directly related to this Agreement for the provision of administrative services or distribution-related services by the Company for the Fund (the "Related Agreements") as it may reasonably request (including, without limitation, periodic certifications confirming the Company's provision of services for the Fund) and will cooperate with the Fund or its designee in connection with the preparation of reports to the Board of Directors concerning this Agreement and/or any Related Agreement and the monies paid or payable pursuant to this Agreement or any Related Agreement, as well as any other reports or filings that may be required by law.
(b)The Company and its employees will, upon reasonable request, be available during normal business hours to consult with the Fund or its designee concerning this Agreement and/or any Related Agreement.
(c)Each party will maintain and preserve all records as required by law to be maintained and preserved by it in connection with the performance of its obligations under this Agreement and any Related Agreement. Upon the reasonable request of another party, a party will provide copies of historical records relating to transactions between the Fund and the Accounts, written communications regarding the Fund to or from the Accounts and other materials that enable the requesting party to monitor and review the other party's or parties' performance or perform general customer supervision. The Company shall also maintain and preserve all records which would enable the Fund or its designee to substantiate the fees charged by the Company, the services provided by the Company and the internal controls over services provided by the Company as well as any other records reasonably required by the Fund or its designee. Upon reasonable request, the Company agrees to make these records available to the Fund or its designee.

8



(d)From time-to-time, the Fund or its designee may submit a due diligence questionnaire to the Company, and the Company shall complete and return such due diligence questionnaire within a reasonable timeframe. Upon request, the Company shall promptly provide to the Fund or its designee a copy of its Statement on Standards for Attestation Engagements 16 Report ("SSAE 16") and its Financial Intermediary Controls and Compliance Assessment.

(e)The Company shall permit the Fund or its designee to conduct one physical audit per calendar year to ensure compliance with the terms of this Agreement and the Related Agreements. The Fund or its designee agrees to provide the Company with reasonable notice of their intention to conduct such an audit. For purposes of these audit privileges, the Company shall, during normal business hours, permit the authorized personnel of the Fund or its designee to have access to its books, records, information, systems and employees pertinent to the Company's performance under this Agreement and/or any Related Agreement. The Fund or its designee will not perform any activity that materially interferes with any activities of the Company or its systems during the audit. The Company is entitled to observe all audit activity or the Fund or its designee, and the audit will be subject to such reasonable security and confidentiality measures as the Company may require.

(f)     Nothing in this Agreement will impose upon the Fund or its designee the obligation to review the Company's practices, procedures and controls.
ARTICLE 3
Representations and Warranties
3.1    GWL&A represents and warrants that it is an insurance company duly organized and in good standing under the laws of the State of Colorado, with full power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement and has established each GWL&A Account as a separate account under such law and the Accounts comply in all material respects with all applicable federal and state laws and regulations. GWL&A NY represents and warrants that it is an insurance company duly organized and in good standing under the laws of the State of New York, with full power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement and has established each GWL&A NY Account as a separate account under such law and the Accounts comply in all material respects with all applicable federal and state laws and regulations.
3.2    The Company represents and warrants that it has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a separate account for the Contracts. The Company further represents and warrants that the Contracts will be registered under the 1933 Act prior to any issuance or sale of the Contracts; the Contracts will be issued in compliance in all material respects with all applicable federal and state laws.
3.3    The Company represents and warrants that the Contracts are currently and at the

9



time of issuance will be treated as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Internal Revenue Code of 1986, as amended ("Code"). The Company shall make every effort to maintain such treatment and shall notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.
3.4    The Fund represents and warrants that it is duly organized and validly existing under the laws of the State of Maryland.
3.5     The Fund represents and warrants that the Fund Shares offered and sold pursuant to this Agreement will be registered under the 1933 Act and the Fund is registered under the 1940 Act. The Fund shall amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its Shares. If the Fund determines that notice filings are appropriate, the Fund shall use its best efforts to make such notice filings in accordance with the laws of such jurisdictions reasonably requested by the Company.
3.6    The Fund has adopted a Distribution Plan (the "Plan") with regard to the Class II and Class III shares of each Portfolio, pursuant to Rule 12b-1 under the 1940 Act. The Plan permits the Underwriter to pay to each Participating Insurance Company that enters into an agreement with the Underwriter to provide distribution-related services to Contract owners, a fee, at the end of each month, of up to 0.15% of the average daily net asset value of the Class II shares and up to 0.25% of the average daily net asset value of Class III shares of each Portfolio held by such Participating Insurance Company. The Company agrees to waive the payment of any such distribution fee unless and until Underwriter has received such fees from the Fund. All distribution-related services will be provided in accordance with all applicable federal and state securities laws and the rules and regulations of applicable regulatory agencies or authorities, such as the SEC and FINRA, specifically including but not limited to Rule 22c-1(a) under the 1940 Act, all requirements to provide specific disclosures to Contract Owners regarding fees paid for such services, and the requirements of the applicable Portfolio's prospectus and statement of additional information, this Agreement and any Related Agreement.
3.7    The Fund represents that it will comply and maintain each Portfolio's compliance
with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5 of the regulations under the Code. The Fund will notify the Company immediately upon having a reasonable basis for believing that a Portfolio has ceased to so comply or that a Portfolio might not so comply in the future. In the event of a breach of this Section 3.7 by the Fund, it will take all reasonable steps to adequately diversify the Portfolio so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.
3.8    The Fund represents and warrants that each Portfolio is currently qualified as a
regulated investment company ("RIC") under Subchapter M of the Code, and represents that it will use its best efforts to qualify and to maintain qualification of each Portfolio as a RIC. The Fund will notify the Company immediately in writing upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future.
3.9    The Company hereby certifies that it has established and maintains an anti-money
laundering ("AML") program that includes written policies, procedures and internal controls reasonably designed to identify its Contract owners and has undertaken appropriate due diligence efforts to "know its customers" in accordance with all applicable anti-money laundering regulations in its jurisdiction including, but not limited to, the USA PATRIOT Act of 2001 (the "Patriot Act"). The Company further confirms that it will monitor for suspicious activity in

10



accordance with the requirements of the Patriot Act and any other applicable regulations. The Company agrees to provide the Fund with such information as it may reasonably request, including but not limited to, the filling out of questionnaires, attestations and other documents, to enable the Fund to fulfill its obligations under the Patriot Act, and, upon its request, to file a notice pursuant to Section 314 of the Patriot Act and the implementing regulations related thereto to permit the voluntary sharing of information between the parties hereto. Upon filing such a notice the Company agrees to forward a copy to the Fund, and further agrees to comply with all requirements under the Patriot Act and implementing regulations concerning the use, disclosure, and security of any information that is shared.
3.10     The Company acknowledges and agrees that it is the responsibility of the Company to determine investment restrictions under state insurance law applicable to any Portfolio, and that the Fund shall bear no responsibility to the Company for any such determination or the correctness of such determination. The Company has determined that the investment restrictions set forth in the current Prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts' investment therein. The Company shall inform the Fund of any additional investment restrictions imposed by state insurance law after the date of this Agreement that may become applicable to the Fund or any Portfolio from time to time as a result of the Accounts' investment therein. Upon receipt of any such information from the Company, the Fund shall determine whether it is in the best interests of shareholders to comply with any such restrictions. If the Fund determines that it is not in the best interests of shareholders to comply with a restriction determined to be applicable by the Company, the Fund shall so inform the Company, and the Fund and the Company shall discuss alternative accommodations in the circumstances.
3.11     The Company represents and warrants that each Account is a "segregated asset account" and that interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use its best efforts to continue to meet such definitional requirements, and it will notify the Fund immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
ARTICLE 4
Potential Conflicts
4.1     The parties acknowledge that the Fund's Shares may be made available for
investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Directors shall promptly inform the

11



Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.
4.2     The Company agrees to promptly report any potential or existing conflicts of which it is aware to the Directors. The Company will assist the Directors in carrying out their responsibilities under the Shared Fund Exemptive Order by providing the Directors with all information reasonably necessary for them to consider any issues raised including, but not limited to, information as to a decision by the Company to disregard Contract owner voting instructions.
4.3    If it is determined by a majority of the Directors, or a majority of the Directors who
are not affiliated with BAL or the Underwriter (the "Disinterested Directors"), that a material irreconcilable conflict exists that affects the interests of Contract owners, the Company shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by the Directors) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (a) withdrawing the assets allocable to some or all of the Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account.
4.4    If a material irreconcilable conflict arises because of a decision by the Company to
disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Any such withdrawal and termination must take place within 30 days after the Fund gives written notice that this provision is being implemented, subject to applicable law but in any event consistent with the terms of the Shared Fund Exemptive Order. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares.
4.5    If a material irreconcilable conflict arises because a particular state insurance
regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within 30 days after the Fund informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares.
4.6    For purposes of section 4.3 through 4.6 of this Agreement, a majority of the
Disinterested Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Company be required to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of

12



Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Directors determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within 30 days after the Directors inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Disinterested Directors.
4.7    Upon request, the Company shall submit to the Directors such reports, materials or data as the Directors may reasonably request so that the Directors may fully carry out the duties imposed upon them by the Shared Fund Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Directors.
4.8    If and to the extent that (a) Rule 6e-2 and Rule 6e-3 (T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the application for the Shared Fund Exemptive Order) on terms and conditions materially different from those contained in the application for the Shared Fund Exemptive Order, or (b) the Shared Fund Exemptive Order is granted on terms and conditions that differ from those set forth in this Article 4, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary (a) to comply with Rules 6e-2 and 6e-3 (T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable, or (b) to conform this Article 4 to the terms and conditions contained in the Shared Fund Exemptive Order, as the case may be.
ARTICLE 5
Indemnification
5.1    The Company agrees to indemnify and hold harmless the Fund Parties and each of
their respective Directors, officers, employees and agents and each person, if any, who controls a Fund Party within the meaning of Section 15 of the 1933 Act (collectively the "Indemnified Parties" for purposes of this Section 5.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or expenses (including the reasonable costs of investigating or defending any loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or common law or otherwise, insofar as such Losses:
(a)arise out of or are based upon any untrue statements or untrue statements of any material fact contained in the registration statement, prospectus(es) or statements of additional information for the Contracts or in the Contracts themselves or in sales literature or other promotional material generated or approved by the Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents" for the purposes of this Article 5), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Fund or Underwriter

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for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Shares; or
(b)arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents as defined in Section 5.2(a)) or wrongful conduct of the Company or persons under its control, with respect to the sale or acquisition of the Contracts or Shares; or
(c)arise out of or result from any untrue statement of a material fact contained in Fund Documents as defined in Section 5.2(a) or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund or Underwriter by or on behalf of the Company; or
(d)arise out of or result from any failure by the Company to provide the services or furnish the materials required under the terms of this Agreement; or
(e)arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or any Related Agreement or arise out of or result from any other material breach of this Agreement or any Related Agreement by the Company.
5.2    The Underwriter and the Fund agree severally to indemnify and hold harmless the
Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund Parties) or expenses (including the reasonable costs of investigating or defending any loss, claim, damage liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses:

(a)arise out of or are based upon any untrue statements of any material fact contained in the registration statement or Prospectus for the Fund (or any amendment or supplement thereto) (collectively, "Fund Documents" for the purposes of this Article 5), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission was made in reliance upon and was accurately derived from written information furnished to the Fund Parties by or on behalf of the Company for use in Fund Documents or otherwise for use in connection with the sale of the Contracts or Shares; or
(b)arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of a Fund Party or persons under its

14



respective control, with respect to the sale or acquisition of the Contracts or Shares; or
(c)arise out of or result from any untrue statement of a material fact contained in Company Documents or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Fund Parties; or
(d)arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or any Related Agreement or arise out of or result from any other material breach of this Agreement or any Related Agreement by the Underwriter or the Fund.
5.3    Neither the Company, the Underwriter nor the Fund shalt be liable under the
indemnification provisions of Section 5.1 or 5.2, as applicable, with respect to any Losses incurred or assessed against any Indemnified Party to the extent such Losses arise out of or result from such Indemnified Party's willful misfeasance, bad faith or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement.
5.4    Neither the Company, the Underwriter nor the Fund shall be liable under the
indemnification provisions of Section 5.1 or 5.2, as applicable, with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the other parties in writing within a reasonable time after the summons, or other first written notification, giving information of the nature of the claim shall have been served upon or otherwise received by such Indemnified Party (or after such Indemnified Party shall have received notice of service upon or other notification to any designated agent), but failure to notify the party against whom indemnification is sought of any such claim shalt not relieve that party from any liability which it may have to the Indemnified Party in the absence of Sections 5.1 and 5.2.
5.5    In case any such action is brought against the Indemnified Parties, the indemnifying
party shall be entitled to participate, at its own expense, in the defense of such action. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in such action. After notice from the indemnifying party to the Indemnified Party of an election to assume such defense, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to the Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
ARTICLE 6
Termination
6.1    This Agreement may be terminated by any party for any reason by sixty (60) days'
advance written notice to the other parties.
6.2    This Agreement may be terminated immediately upon written notice to the other

15



parties at the option of either the Underwriter or the Fund upon institution of formal proceedings against the Company by FINRA, the SEC, the insurance commission of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the operation of the Account(s), the administration of the Contracts or the purchase of the Shares, or an expected or anticipated ruling, judgment or outcome which would, in the Fund's or the Underwriter's respective reasonable judgment, materially impair the Company's ability to meet and perform the Company's obligations and duties hereunder.
6.3    This Agreement may be terminated immediately upon written notice to the other
parties at the option of the Fund or the Underwriter if the Internal Revenue Service determines that the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund or Underwriter reasonably believes that the Contracts may fail to so qualify or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law.
6.4    This Agreement may be terminated immediately upon written notice to the other
parties by the Fund or the Underwriter, at either's option, if either the Fund or the Underwriter shall determine, in its sole judgment exercised in good faith, that either (1) the Company shall have suffered a material adverse change in its business or financial condition, (2) the Company shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of either the Fund or the Underwriter, or (3) the Company breaches any obligation under this Agreement or any Related Agreement in a material respect and such breach shall continue unremedied for thirty (30) days after receipt by the Company of notice in writing from the Fund or Underwriter of such breach.
6.5    This Agreement may be terminated immediately upon written notice to the other
parties at the option of the Company if (A) the Internal Revenue Service determines that any Portfolio fails to qualify as a RIC under the Code or fails to comply with the diversification requirements of Section 817(h) of the Code and the Fund, upon written request fails to provide reasonable assurance that it will take action to cure such failure, or (B) the Company shall determine, in its sole judgment exercised in good faith, that either (1) the Fund or the Underwriter shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, or (2) the Fund or Underwriter breaches any obligation under this Agreement or any Related Agreement in a material respect and such breach shall continue unremedied for thirty (30) days after receipt of notice in writing to the Fund or the Underwriter from the Company of such breach.
6.6    Notwithstanding any termination of this Agreement, the Fund and the Underwriter
may continue to make available additional Shares of the Portfolios of the Fund pursuant to the terms and conditions of this Agreement, for all existing Contracts in effect on the effective date of
termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically,
without limitation, if the Fund and Underwriter so agree to make additional Shares available, the owners of the Existing Contracts will be permitted to reallocate investments in the Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to this Article 6, the Fund and the Underwriter shall promptly notify the Company in writing whether the Underwriter and the Fund will continue to make Shares available to Existing Contracts after such termination; if the Underwriter and the Fund will continue to make Shares so available, the provisions of this Agreement shall remain in effect with respect to transactions in Shares by such Existing Contracts except for Section 6.1 and thereafter either the Fund, Underwriter or the Company may terminate the Agreement as so continued pursuant to this Section 6.6 upon prior written notice to the other parties, such notice

16



to be for a period that is reasonable under the circumstances but need not be greater than six months.
6.7    The provisions of Section 2.11, Articles 5, 7 and 8 and Section 10 of Schedule C shall survive the termination of this Agreement, and the provisions of Articles 2 and 4 shall survive the termination of this Agreement as long as Shares of the Fund are held on behalf of Contract owners.
ARTICLE 7
Notices
Unless otherwise specified in this Agreement, any notice shall be sufficiently given when sent by registered or certified mail (postage prepaid, return receipt requested) or by prepaid courier (return receipt requested) to the other parties at the addresses of such parties set forth below or at such other addresses as such parties may from time to time specify in writing to the other parties in accordance with this Article 7.

To the Advisor:                    With a copy to:
BlackRock Advisors, LLC                BlackRock, Inc
Attn: Lisa Hill, Managing Director            Attn: General Counsel
U.S. Retail, Contracts & Administration         40 East 52nd Street
55 East 52nd Street                    New York, NY 10022
New York, NY 10055
To BRIL:                        With a copy to:
BtackRock Investments, LLC                BlackRock Investments, LLC
Attn: Frank Forcelli Managing Director,         Attn: Chief Compliance Officer
Global Client Group 55 East 52nd Street         400 Howard Street
New York, NY 10055                    San Francisco, CA 94105            
If to GWLA:
Great-West Life E Annuity Insurance Company
Attn: Chris Bergeon, Vice President
Cc: Beverly Byrne, Senior Vice President and Chief Compliance Officer 8525 East Orchard Road
Greenwood Village, CO 80111
If to GWL&A NY:
Great-West Life & Annuity Insurance Company of New York Attn: Chris Bergeon, Vice President
Cc: Beverly Byrne, Senior Vice President and Chief Compliance Officer 8525 East Orchard Road
Greenwood Village, CO 80111
ARTICLE 8
Miscellaneous
8.1    The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
8.2    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.
8.3    If any provision of this Agreement shalt be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
8.4    This Agreement, including the attached schedules, shall be interpreted, construed, and enforced in accordance with the laws of the State of New York, without reference to any conflict of laws provisions thereof that would cause the application of laws of any jurisdiction other than those of the State of New York, and shall, to the extent applicable, be subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules, regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms hereof shall be interpreted and construed in accordance therewith.
8.5    The parties to this Agreement acknowledge and agree that the Fund is a Maryland corporation, and that all liabilities of the Fund arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the relevant Portfolio(s) of the Fund and that no Director, officer, agent or holder of Shares of the Fund shall be personally liable for any such liabilities.
8.6    Each party shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
8.7    The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, to which the parties hereto are entitled under state and federal laws.
8.8    The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.
8.9    This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any rights, privileges, duties or obligations of the parties may be assigned by a party without the written consent of the other parties. Any attempted assignment in violation of this Section 8.9 shall be null and void.


8.10     No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by all parties.
8.11    This Agreement, including all attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior or contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
8.12     Nothing in this Agreement shall be construed to give any person or entity other than the parties hereto any legal or equitable claim, right or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the parties hereto.
8.13     NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Fund Participation Agreement as of the Effective Date.



BLACKROCK VARIABLE SERIES FUNDS, INC

By: /s/ Brendan Kyne                

Name: Brendan Kyne                

Title: Vice President                    



BLACKROCK INVESTMENTS, INC

By:_/s/ Lisa Hill                    

Name: Lisa Hill                    

Title: Managing Director                




GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

By: /s/ Ron Laeyendecker                

Name: Ron Laeyendecker                

Title: Senior Vice President                



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

By: /s/ Susan Gile                    

Name: Susan Gile                    

Title: Vice President, Individual Markets        

Schedule A
Separate Accounts of the Company participating in Portfolios of BlackRock Variable Series Funds, Inc.
GWL&A Accounts:
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
GWL&A NY Accounts:
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account

Schedule B
Portfolios and Classes of BlackRock Variable Series Funds, Inc. now or in the future available to Separate Accounts of GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK including, but not limited to:

PORTFOLIO NAME
CLASS
CUSIP
TICKER
EQUITY PORTFOLIOS
 
 
 
BlackRock Basic Value V.I. Fund
I
09253L405
BAVLI
BlackRock Basic Value V.I. Fund
II
09253L504
BAVII
BlackRock Basic Value V.I. Fund
III
09253L603
BVIII
BlackRock Capital Appreciation V.I. Fund
I
09253L843
FDGRI
BlackRock Capital Appreciation V.I. Fund
III
09253L827
FGIII
BlackRock Equity Dividend V.I. Fund
I
09253L512
UTTLI
BlackRock Equity Dividend V.I. Fund
III
09253L488
UTIII
BlackRock Global Allocation V.I. Fund
I
09253L777
GLALI
BlackRock Global Allocation V.I. Fund
II
09253L769
GLAII
BlackRock Global Allocation V.I. Fund
III
09253L751
GAIII
BlackRock Global Opportunities V.I. Fund
I
09253L819
GLGRI
BlackRock Global Opportunities V.I. Fund
III
09253L785
GGIII
BlackRock International V.I. Fund
I
09253L645
IVVVI
BlackRock Large Cap Core V.I. Fund
I
09253L611
LGCCI
BlackRock Large Cap Core V.I. Fund
II
09253L595
LGCII
BlackRock Large Cap Core V.I. Fund
III
09253L587
LCIII
BlackRock Large Cap Growth V.I. Fund
I
09253L579
LGGGI
BlackRock Large Cap Growth V.I. Fund
III
09253L553
LGIII
BlackRock Large Cap Value V.I. Fund
I
09253L546
LCATT
BlackRock Large Cap Value V.I. Fund
II
09253L538
LCBTT
BlackRock Large Cap Value V.I. Fund
III
09253L520
LVIII
BlackRock Managed Volatility V.I. Fund
I
09253L108
AMBLI
BlackRock Managed Volatility V.I. Fund
III
TBD
TBD
BlackRock Value Opportunities V.I. Fund
I
09253L470
SMCPI
BlackRock Value Opportunities V.I. Fund
II
09253L462
SMCII
BlackRock Value Opportunities V.I. Fund
III
09253L454
SCIII
FIXED INCOME PORTFOLIOS
 
 
 
BlackRock High Yield V.I. Fund
I
09253L710
HICUI
BlackRock High Yield V.I. Fund
III
09253L686
HCIII
BlackRock Total Return V.I. Fund
I
09253L702
CRBDI
BlackRock Total Return V.I. Fund
III
09253L884
CBI1I
BlackRock U.S. Government Bond V.I. Fund
I
09253L744
GVBDI
BlackRock U.S. Government Bond V.I. Fund
III
09253L738
GBIII
INDEX PORTFOLIOS
 
 
 
BlackRock SEtP 500 Index V.I. Fund
I
09253L678
IDXVI
BlackRock SEtP 500 Index V.I. Fund
II
09253L660
IXVII
MONEY MARKET PORTFOLIOS
 
 
 
BlackRock Money Market V.I. Fund *
I
09253L876
DMMKI

* No fees shall be paid for the BlackRock Money Market V.I. Fund


Schedule C
Shareholder Information Schedule entered into by and between BlackRock Investments, LLC and its successors, assigns and designees ("BRIL") and the intermediary.
For Schedule C, the following terms shall have the following meanings, unless a different meaning is clearly required by the contexts:
The term "Intermediary" shall mean both GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY and GREAT-WEST LIFE ft ANNUITY INSURANCE COMPANY OF NEW YORK, which is (i) a broker, dealer, bank, or other entity that holds securities of record issued by the Fund in nominee name; (ii) in the case of a participant directed employee benefit plan that owns securities issued by the Fund (1) a retirement plan administrator under ERISA or (2) any entity that maintains the plan's participant records; or (iii) an insurance company separate account.
The term "Fund" shall mean any open-ended management investment company that is registered or required to register under Section 8 of the Investment Company Act of 1940 and for which BRIL acts as distributor, and includes (1) an investment adviser to or administrator for the Fund; and (ii) the transfer agent for the Fund. The term not does include any "excepted funds" as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.'
The term "Shares" means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.
The term "Shareholder" means the holder of interests in a variable annuity or variable life insurance contract issued by the Intermediary ("Contract"), or a participant in an employee benefit plan with a beneficial interest in a contract.
The term "Shareholder-Initiated Transfer Purchase" means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include the following: (i) transactions that are executed automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of "dollar cost averaging" programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) transactions that are executed pursuant to a Contract death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death benefit; (iv) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) prearranged transfers at the conclusion of a required free look period.
The term "Shareholder-Initiated Transfer Redemption" means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.

1 As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.

BRIL and the Intermediary hereby agree as follows: Shareholder Information
1. Agreement to Provide Information. Intermediary agrees to provide the Fund or its designee, upon written request of BRIL or the Fund, the taxpayer identification number ("TIN"), the Individual/International Taxpayer Identification Number ("ITIN"), or other government issued identifier ("GII") and the Contract owner number or participant account number associated with the Shareholder, if known, of any or all Shareholder(s) of the account, and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or the account (if known) and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Intermediary during the period covered by the request. Unless otherwise specifically requested by the Fund, the Intermediary shall only be required to provide information relating to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions.
2. Period Covered by Request. Requests must set forth a specific period, which generally will not exceed 90 days from the date of the request, for which transaction information is sought. BRIL and/or the Fund may request transaction information older than 90 days from the date of the request as they deem necessary to investigate compliance with policies (including, but not limited to, polices of the Fund regarding market-timing and the frequent purchasing and redeeming or exchanges of Fund shares or any other inappropriate trading activity) established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.
3. Form and Timing of Response. (a) Intermediary agrees to provide, promptly, but in any event not later than five (5) business days after receipt of a request from the Fund, BRIL or their designee, the requested information specified in Section 1. If requested by the Fund, BRIL or their designee, Intermediary agrees to use best efforts to determine promptly, but in any event not later than five (5) business days after receipt of a request, whether any specific person about whom it has received the identification and transaction information specified in Section 1 is itself a financial intermediary (as defined in Rule 22c-2) ("indirect intermediary") and, upon further request of the Fund, BRIL or their designee, promptly, but in any event not later than five (5) business days after receipt of a request, either (i) provide (or arrange to have provided) the information set forth in Section 1 for those Shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. Intermediary additionally agrees to inform the Fund whether it plans to perform (i) or (ii).
(b)Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the Fund, BRIL or their designee and the Intermediary; and
(c)To the extent practicable, the format for any transaction information provided to the Fund, BRIL or their designee should be consistent with the NSCC Standardized Data Reporting Format.
4. Limitations on Use of Information. BRIL and the Fund agree not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory requests or legal requirements subject to the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws.
5. Agreement to Restrict Trading. Intermediary agrees to execute written instructions from BRIL or the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by BRIL or the Fund, in their sole discretion, as having engaged in transactions of the Fund's Shares (directly or indirectly through the Intermediary's account) that violate policies ( including, but not limited to, policies of the Fund regarding market-timing and the frequent purchasing and redeeming or exchanging of Fund Shares or any other inappropriate trading activity) established or utilized by the Fund for the purpose of eliminating or reducing, or that would result in any dilution of the value of the outstanding Shares issued by the Fund. Unless otherwise directed by the Fund, any such restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions that are effected directly or indirectly through Intermediary. Instructions must be received by Intermediary at the following address, or such other address that Intermediary may communicate to BRIL or the Fund in writing from time to time, including, if applicable, an e-mail and/or facsimile telephone number:
fundteam@retirementpartner.com

6.Form of Instructions. Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII and the specific individual Contract owner number or participant account number associated with the Shareholder, if known, and the specific restriction(s) to be executed, including how long the restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the specific individual Contract owner number or participant account number associated with the Shareholder is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

7.Timing of Response. Intermediary agrees to execute instructions to restrict or prohibit trading as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Intermediary.
8.Confirmation by Intermediary. Intermediary must provide written confirmation to BRIL and the Fund that instructions to restrict or prohibit trading have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
9.Construction of the Schedule; Fund Participation Agreement. This Schedule C supplements the Fund Participation Agreement. To the extent the terms of this Schedule C conflict with the terms of the Fund Participation Agreement, the terms of this Schedule C shall control.
10.Termination. This Schedule C will terminate upon the termination of the Fund Participation Agreement (except for obligations arising from trading activities that occurred prior to such termination and transactions in Shares by Existing Contracts pursuant to Section 6.6 of the Fund Participation Agreement).

17
EX-8.G 4 gwladfafundparticipationag.htm EXHIBIT 8.G GWLADFAFundParticipationAgreement04-2014Clean



PARTICIPATION AGREEMENT
by and among
DFA INVESTMENT DIMENSIONS GROUP INC.,
DIMENSIONAL FUND ADVISORS LP,
DFA SECURITIES LLC
and
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,
and
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK




1020-2
# 1135822 v. 5



THIS AGREEMENT, made and entered into this ____ day of _____ 2014, by and among Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York (collectively the “Company”), on its own behalf and on behalf of segregated asset accounts of the Company that may be established from time to time (individually, an “Account” and collectively, the “Accounts”); DFA Investment Dimensions Group Inc. (the “Fund”); the Fund’s investment adviser, Dimensional Fund Advisors LP (the “Adviser”); and DFA Securities LLC (“DFAS”) (individually, a “Party” and collectively, the “Parties”).
The Company, the Fund, the Adviser and DFAS, intending to be legally bound, hereby agree as follows:
1.    Sales of Shares/Procedures
1.1
Shares of the respective portfolios (individually, a “Portfolio” and collectively, the “Portfolios”) of the Fund listed on Schedule A hereto, as amended from time to time by the Parties, shall be sold by the Fund through its agent DFAS, and purchased by the Company for the appropriate subaccount of each Account, at the net asset value (“NAV”) next computed after receipt by the Fund or its designee of each order of the Accounts, in accordance with the provisions of this Agreement, the then current prospectus(es) and statement(s) of additional information of the Fund that describe the Portfolios, and the variable annuity contracts (the “Contracts”) that use the Portfolios as underlying investment media; provided, however, that if any conflicts exist among any such documents, then the terms of the Fund’s current prospectus(es) and statement(s) of additional information shall control.
1.1(a)
Transmission of Instructions For each Portfolio and for each account maintained by the Company with such Portfolio, the Company shall transmit to National Securities Clearing Corporation (“NSCC”) (which shall forward the information to the transfer agent of the Fund), no more than ten (10) aggregate purchase orders as follows:
(i)
five (5) purchase orders for the Accounts expressed in dollars (sent via NSCC’s DCC&S System); and
(ii)
five (5) purchase orders for the Accounts expressed in shares (sent via NSCC’s DCC&S System); and
no more than ten (10) aggregate redemption orders as follows:
(i)
five (5) redemption orders for the Accounts expressed in dollars (sent via NSCC’s DCC&S System); and
(ii)
five (5) redemption orders for the Accounts expressed in shares (sent via NSCC’s DCC&S System);
each of which reflects the aggregated effect of all purchases and all redemptions of shares of the Portfolios in such categories, based upon instructions from each Account (collectively, “Instructions”) received prior to the Close of Trading on a given Business Day (the “Trade Date”). “Close of Trading” shall mean 4:00 p.m. Eastern Time on a Business Day

1




or at such other time as the NAV of a Portfolio is calculated, as disclosed in the then current prospectus(es) of the Portfolios. “Business Day” shall mean, unless otherwise noted in this Agreement, any day on which the New York Stock Exchange (the “NYSE”) is open for trading and on which a Portfolio calculates its NAV pursuant to the rules of the Securities and Exchange Commission (the “SEC”). “Business Day,” for the purposes of Subsections 1.1(b)-(c) of this Agreement, shall also include any day on which the NSCC’s DCC&S System is open to transmit and settle orders, even if the NYSE is closed for trading on such day.
On any given Business Day, the Company shall accept Instructions in proper form from an Account up to the Close of Trading, but in no event shall the Company accept Instructions that have been received by the Company or its designee after the Close of Trading on such Business Day. Instructions received in proper form by the Company after the Close of Trading on any Business Day shall be treated as if accepted on the next following Business Day. The Fund hereby appoints the Company as a designee of the Fund for the limited purpose of receipt of purchase and redemption orders on behalf of the Accounts for shares of the Portfolios listed on Schedule A and receipt by the Company as designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by the transmission deadlines described in Section 1.1(b) below. Each transmission of Instructions by the Company will constitute a representation that all purchase and redemption orders from the Accounts were received by the Company prior to 4:00 p.m. Eastern Time or the close of the NYSE, whichever is earlier, on the Business Day on which the purchase or redemption orders are transmitted, in accordance with Rule 22c‑1 under the Investment Company Act of 1940, as amended (the “1940 Act”).
1.1(b)
Transmission Deadlines for the Accounts The transmission of orders for the Accounts will be accepted by the Fund or its transfer agent only if provided through NSCC’s DCC&S System in the file delivered to the Fund or its transfer agent prior to 6:30 a.m. Eastern Time (currently NSCC Cycle 8) on the next Business Day following the Trade Date. Any information delivered to the Fund after such 6:30 a.m. Eastern Time file is received will be rejected by the Fund or its transfer agent, subject to the Fund’s sole discretion to accept any trade.
In the event that NSCC systems are not functioning on a given Business Day, the Company may transmit Instructions to the Fund, its transfer agent or as otherwise directed by the Fund or the Adviser via facsimile or other electronic transmission approved by the Fund by 6:30 a.m. Eastern Time on the next Business Day following the Trade Date; provided however, that the Company will notify the Fund and the Adviser prior to transmitting Instructions via facsimile or Fund approved electronic transmission. However, this paragraph will not be applicable to

2




Instructions which have already been entered via NSCC but not received by the Fund or its transfer agent. The Company must notify the Fund of the existence of any such Instructions, and the Fund and its transfer agent will use commercially reasonable efforts to process those Instructions in a mutually satisfactory manner. Notwithstanding the foregoing, on a limited basis, the Company may transmit Instructions until 9:00 a.m. Eastern Time via NSCC Cycles 9 through 12 on the next Business Day following the Trade Date for corrections to Instructions already submitted for contingency purposes.
1.1(c)
Settlement Aggregated purchase and net redemption transactions shall be settled in accordance with NSCC rules and procedures.
In the event that NSCC systems are not functioning on a given Business Day, then (1) for net purchase Instructions, the Company shall wire payment, or arrange for payment to be wired by the Company’s designated bank, in immediately available funds, to the Portfolio’s custodial account at the Fund’s custodian; and (2) for net redemption Instructions, the Fund or its transfer agent shall wire payment, or arrange for payment to be wired, in immediately available funds, to an account designated by the Company in writing. Wires from the Company must be received no later than the close of the Federal Reserve Wire Transfer System on the next day on which the Federal Reserve Wire Transfer System is open.
In the event that the total redemption order for any one Business Day shall exceed dollar limits set for a Portfolio by the Fund, such Portfolio shall have the option of (i) settling the redemption on the second Business Day following trade date through the NSCC’s money settlement process; (ii) settling the redemption outside of Fund/SERV, if necessary, as determined in the sole discretion of the Adviser, at any time within seven (7) days after receipt of the redemption order, in accordance with relevant provisions of the 1940 Act; or (iii) making redemptions in any other manner provided for in the Portfolio’s then current prospectus(es) or statement(s) of additional information.
Nothing herein shall prevent the Fund, on behalf of a Portfolio, from delaying or suspending the right of purchase or redemption of shares of a Portfolio in accordance with the provisions of the 1940 Act and the rules thereunder. The Fund will have no responsibility for the proper disbursement or crediting of redemption proceeds, and the Company will be solely responsible for such actions.
1.1(d)
Errors The Company shall be solely responsible for the accuracy of any Instruction transmitted to the Fund or its transfer agent via NSCC systems or otherwise, and the transmission of such Instruction shall constitute the Company’s representation to the Fund that the Instruction is accurate, complete and duly authorized by the Accounts whose shares are the subject of the Instruction. The Company shall assume responsibility for

3




any loss to the Fund, the Portfolios or their transfer agent caused by a cancellation or correction made subsequent to the date as of which an Instruction has been placed, and the Company will promptly pay such loss to the Adviser, the Fund or such Portfolios upon notification.
Each Party shall notify the other Parties of any errors or omissions in any information and interruptions in, or delay or unavailability of, the means of transmittal of any such information as promptly as possible. The Company agrees to maintain reasonable errors and omissions insurance coverage commensurate with the Company’s responsibilities under this Agreement.
In the event of an error in the computation of a Portfolio’s NAV per share, the Fund will follow its then current policy adopted for the sale and distribution of shares of the Portfolios regarding appropriate error correction standards. Any gain to the Company or an Account that has not been paid to Contract owners which is attributable to the incorrect calculation or reporting of a Portfolio’s daily NAV shall be promptly returned to the Portfolio. The Company agrees to make a good faith effort to recover from the Accounts any material loss incurred by the Adviser, the Fund, or the Portfolios as a result of the foregoing. In no event shall Company be liable to Contract owners for any such adjustments or underpayment amounts.
The Company shall maintain a record of the total number of shares of the Portfolios which are so purchased, based on information provided by the Fund or its designee to the Company, and shall reconcile with the Fund on a periodic basis the number of shares of each Portfolio attributable to each Account. If an order to purchase shares of a Portfolio must be canceled due to nonpayment, the Company will be responsible for any loss incurred by the Fund or a Portfolio arising out of such cancellation. To recover any such loss, the Fund and the Portfolios reserve the right to redeem shares of the affected Portfolios held in the name of the Company or a corresponding subaccount of the applicable Account.
1.2
The Fund will redeem the shares of the Portfolios when requested on behalf of the Company or the corresponding subaccount of the applicable Accounts at the NAV next computed after receipt by the Fund or its designee of each request for redemption, in accordance with the provisions of this Agreement, the then current prospectus(es) and the current statement(s) of additional information of the Portfolios, and the Contracts; provided, however, that if any conflicts exist among any such documents, then the terms of the Fund’s current prospectus(es) and the statement(s) of additional information describing the Portfolios shall control.
The Company shall apply any net redemption proceeds received by it in accordance with the applicable Contracts. The Company shall not process or effect any redemptions with respect to shares of any Portfolio after receipt by the Company of notification of suspension of the determination of the NAV of such

4




Portfolio. The Board of Directors of the Fund (the “Directors” or the “Board”) may refuse to sell shares of any Portfolio to any person, including the Company with respect to the Accounts, or suspend or terminate the offering of shares of any particular Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, or is deemed by the Directors, in their sole discretion, acting in good faith and in light of the Directors’ duties under federal and any applicable state laws, necessary in the best interests of the shareholders of the Portfolio.
1.3
The Company agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of this Agreement, the then current prospectus(es), and statement(s) of additional information of the Fund that describe the Portfolios. Except as necessary to implement transactions initiated by Contract holders, or as otherwise may be required by applicable U.S. federal laws or regulations with respect to maintaining the Contracts’ status under the Internal Revenue Code of 1986, as amended from time to time, and any successor provisions thereto (the “Code”), the Company shall not redeem shares of the Portfolios attributable to the Contracts.
1.4
Issuance and transfer of shares of each Portfolio will be by book-entry only. Stock certificates will not be issued to the Company or to the applicable Accounts. Shares of a Portfolio purchased from the Fund will be recorded in appropriate book-entry titles for the Accounts by the Fund or its designee.
1.5
The Company will receive pricing and dividend rate and capital gain distribution rate information and payments through the NSCC System. The Company hereby elects to receive all such dividends and distributions as are payable on shares of a Portfolio in additional shares of that Portfolio. The Fund shall notify the Company or its delegates of the number of shares of a Portfolio so issued as payment of such dividends and distributions.
1.6
The Company shall maintain a record of the number of shares of the Portfolios held by the Accounts on behalf of each Contract holder, and the Company shall maintain appropriate records of Contract holder information.
1.7
The Company shall investigate all inquiries from Contract holders relating to their interests in the Accounts and any Portfolio, and shall respond to all communications from Contract holders and other persons having an interest in the Contracts relating to the Company’s duties hereunder, in such form of correspondence as the Company, the Fund and the Adviser may mutually agree.
2.    Proxy Solicitations and Voting
2.1
The Fund agrees that the terms on which the shares of any Portfolio are offered to the Accounts will not be materially altered without at least sixty (60) days’ prior written notice to the Company during any period when an Account owns shares of a Portfolio.
2.2
If and to the extent required by applicable law or by the terms of the Contracts, the Company shall:

5




(i)
solicit voting instructions from the Contract holders;
(ii)
vote the shares of the Portfolios held by the Accounts in accordance with instructions received from the Contract holders; and
(iii)
vote the shares of the Portfolios held by the Accounts for which no timely instructions have been received from the Contract holders in the same proportion as shares of the Portfolios for which timely instructions have been received,
if and to the extent that (i) the SEC continues to interpret the 1940 Act to require pass-through voting privileges for various variable contract holders, and (ii) such interpretation is deemed applicable to the Contracts. The Company reserves the right to vote Portfolio shares held in any Account in the Company’s own right, to the extent permitted by applicable law. The Company will calculate voting privileges in a manner consistent with other separate accounts investing in the Portfolios and in accordance with applicable law. The Company agrees to hold the Fund, the Portfolios, the Adviser and DFAS harmless from and against any liability that may arise as a result of the Company’s voting Portfolio shares held in any Account in the Company’s own right.
2.3
The Fund, on behalf of the Portfolios, will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund, at its option, will either provide for annual or special meetings or comply with Section 16(c) of the 1940 Act, as well as with Sections 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act and the rules thereunder. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.
3.    Representations and Warranties
3.1
The Company represents and warrants that it is a life insurance company within the meaning of Section 816(a) of the Code, duly organized and in good standing under applicable law, and that it has elected and qualified and will maintain (or, if newly organized, intends to elect and qualify for the period commencing with its inception and will maintain) its status as a domestic corporation under Section 953(d) of the Code. The Company will notify the Adviser and the Fund promptly upon having a reasonable basis for believing that the Company has ceased to qualify and be a life insurance company treated as a domestic corporation or that it might not so qualify and be treated in the future. The Company has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under applicable state insurance laws, and that it has and will maintain the capacity to issue all Contracts that may be sold; and that it is properly licensed, qualified and in good standing to sell the Contracts in all jurisdictions where the Contracts may be sold. The Company represents and warrants that the Contracts will be issued and sold in compliance, in all material respects, with all applicable federal and state laws, and that the sale of the

6




Contracts shall comply in all material respects with state insurance suitability requirements.
3.2
The Company represents and warrants that the Contracts are duly registered under applicable laws and regulations to the extent required or will be exempt from such registration.
3.3
The Company represents and warrants that it has or will have registered each Account as a unit investment trust, in accordance with the provisions of the 1940 Act, or each such Account is, and will continue to be, exempt from registration under Section 3(c) of the 1940 Act, to serve as a segregated investment account for the Contracts.
3.4
The Company represents and warrants that the Contracts are currently treated as variable contracts under Section 817(d) of the Code, and that the Company will maintain such treatment, and that the Company will notify the Adviser and the Fund promptly upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that the Contracts might not be so treated in the future.
3.5
This Agreement has been duly authorized, executed and delivered by the Parties, and is a valid and legally binding contract enforceable in accordance with its terms. No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Parties of the transactions contemplated by this Agreement. The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated by this Agreement will not, violate the Party’s organizational documents or By-laws, or any resolution, agreement or arrangement to which the Parties are a party or by which the Parties are bound.
3.6
The Company and the Accounts are duly authorized to acquire shares of the Portfolios as contemplated by the terms of this Agreement. The Company will cooperate with the Fund in providing information as provided in Schedule B hereto and will assist the Fund in preventing possible market timing and other trading activities in violation of the Fund’s policies and procedures, including without limitation, restricting or prohibiting further purchases or exchanges of the shares of the Portfolios as provided in Schedule B hereto.
3.7
There are no material legal, administrative or other proceedings pending or, to the Parties’ knowledge, threatened against the Parties or their property or assets that could result in liability on the Parties’ part. The Parties knows of no facts that might form the basis for the institution of such proceedings. Neither the Parties nor the Accounts are parties to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its or their business or its or their ability to consummate the transactions herein contemplated.
3.8
Except as noted below, the disclosure contained in the applicable prospectus(es) or offering documents for the Accounts does not contain any untrue statements of

7




a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such disclosure meets all legal requirements of applicable federal and state laws and regulations. The Company represents and warrants that all current and future prospectus(es) or offering documents with respect to the Accounts and other materials that mention the Company, the Fund, the Portfolios, the Adviser, or DFAS shall meet the requirements described in the first sentence of this subparagraph; provided, however, that the Company shall not be responsible for any disclosure that is provided to the Company in the Fund’s current prospectus(es) and statement(s) of additional information describing the Portfolios or the Fund’s registration statement on Form N-1A (the “Fund Registration Statement”) as filed with the SEC.
3.9
The Fund represents and warrants that it is lawfully established and validly existing under the laws of the State of Maryland. The Fund represents that its operations are and shall at all times remain in material compliance with the laws of the State of Maryland, to the extent required to perform this Agreement.
3.10
The Fund represents and warrants that the shares of the Portfolios sold pursuant to this Agreement are registered under the Securities Act of 1933, as amended (the “1933 Act”), and duly authorized for issuance; that the Fund shall amend the Fund Registration Statement for the Portfolios under the 1933 Act and the 1940 Act, from time to time, as required in order to effect the continuous offering of the shares of the Portfolios; that the Fund will sell such shares in compliance with all applicable federal and state laws; and that the Fund is and will remain registered under, and complies and will continue to comply, in all material respects, with the 1940 Act. The Fund shall register and qualify the shares of the Portfolios for sale in accordance with the laws of the various states only if, and to the extent, deemed advisable by the Fund, the Adviser, or DFAS.
3.11
The Fund represents and warrants that the Portfolios will take reasonable steps to satisfy (or as to Portfolios that have not yet commenced business, will invest the money received from the sale of shares of a Portfolio so as to satisfy) the diversification requirements of Section 817(h) of the Code and the Treasury Regulations promulgated thereunder, and that the Fund will take all reasonable steps to ensure that the Portfolios continue to satisfy such requirements. The Fund agrees to notify the Company upon having a reasonable basis for believing that any Portfolio has ceased to satisfy such diversification requirements. Absent any published guidance issued or promulgated by the Internal Revenue Service (“IRS”) or the U.S. Treasury that clarifies or supersedes the application of the “investor control” doctrine, for the DFA VA Global Moderate Allocation Portfolio, the “investor control” doctrine shall be deemed to be satisfied, if, and to the extent that, in all material respects, those certain facts and taxpayer representations continue to be true and are satisfied, all as set forth in that certain private letter ruling (PLR-102496-09), dated December 8, 2009, issued by the IRS to such Portfolio, a copy of which has been provided to Company.

8




3.12
The Fund represents and warrants that the Portfolios qualify (or as to Portfolios that have not yet commenced business, will qualify) as regulated investment companies under Subchapter M of the Code (or any successor or similar provision), and that the Fund will take all reasonable steps to maintain such qualification, subject to the reservation of the right of the Directors to not maintain the qualification of a Portfolio as a regulated investment company if the Directors determine this course of action to be beneficial to shareholders. The Fund agrees to notify the Company upon having a reasonable basis for believing that any Portfolio has ceased to so qualify or upon the Directors taking any such action.
3.13
The Company shall inform a Portfolio in writing if the Company determines that such Portfolio is not in compliance with applicable insurance laws.
3.14
DFAS represents and warrants that it is and will remain a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is and will be duly registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”). DFAS represents that its operations are, and shall at all times remain, in material compliance with the laws of the State of Delaware to the extent required to perform this Agreement. DFAS further represents and warrants that it will sell and distribute the shares of the Portfolios in accordance with any applicable state laws and federal securities laws, including, without limitation, the 1933 Act, the 1934 Act and the 1940 Act.
3.15
The Parties represent and warrant to each other that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Portfolios are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, in an amount not less than the amount required by the applicable rules of FINRA and the federal securities laws, including the 1940 Act, as applicable. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Parties agree to make all reasonable efforts to assure that such bond or another bond containing these provisions is continuously in effect, and each agrees to notify promptly the other Parties in the event that such coverage no longer applies.
3.16
The Parties agree to limit, and not facilitate, a Contract holder’s participation in each Portfolio’s investment process in contravention of the following, which the Parties represent and warrant to each other to be true: (1) there is not, and there will not be, any arrangement, plan, contract or agreement between the Adviser (or a subadviser) and a Contract holder regarding the availability of a Portfolio as an Account under the Contract, or the specific assets to be held by a Portfolio or an investment company that a Portfolio may invest its assets; (2) other than a Contract holder’s ability to allocate Contract premiums and transfer amounts in the Company’s Account to and from the Company’s Account corresponding to a Portfolio, all investment decisions concerning a Portfolio will be made by the Adviser, any subadviser(s) and the Directors in their sole and absolute discretion;

9




(3) the percentage of a Portfolio’s assets invested in a particular investment company will not be fixed in advance of any Contract holder’s investment and will be subject to change by the Adviser or a subadviser at any time without notice; (4) a Contract holder cannot, and will not be able to, direct a Portfolio’s investment in any particular asset or recommend a particular investment or investment strategy; (5) there is not, and will not be, any agreement or plan between the Adviser or a subadviser and a Contract holder regarding a particular investment of a Portfolio; (6) a Contract holder cannot, and will not be able to, communicate directly or indirectly with the Adviser or a subadviser concerning the selection, quality or rate of return on any specific investment or group of investments held by a Portfolio; (7) a Contract holder does not have, and will not have, any current knowledge of a Portfolio’s specific assets other than as may be required to be presented in periodic reports to a Portfolio’s shareholders; (8) a Contract holder does not have, and will not have, any legal, equitable, direct or indirect ownership interest in any of the assets of a Portfolio; and (9) a Contract holder only has, and only will have, a contractual claim against the insurance company offering the Contract to receive cash from the insurance company under the terms of the Contract holder’s Contract.
4.    Sales Material and Information
4.1
The Company shall promptly inform DFAS as to the status of all sales literature filings and shall promptly notify DFAS of all approvals or disapprovals of sales literature filings with regulatory authorities. The Company shall promptly provide the Fund with copies of any Contract holder complaints respecting the Contracts that relate to the Fund or to the Portfolios.
4.2
Except with the written consent of the Adviser, the Fund or DFAS, as appropriate, the Company shall not make any oral or written material representations concerning the Adviser, DFAS, the Fund or the Portfolios, other than the information or representations contained in:
(a)
the Fund Registration Statement or prospectus(es) for the Fund, as amended or supplemented from time to time;
(b)
published reports or statements of the Fund which are in the public domain or are approved by the Fund; or
(c)
sales literature or other promotional material of the Fund or the Portfolios.
4.3
Except with the written consent of the Company, the Adviser, DFAS, or the Fund shall not make any oral or written material representations concerning the Company, other than the information or representations contained in:
(a)
a registration statement, prospectus, or offering memoranda for the Contracts, as amended or supplemented from time to time;
(b)
published reports or statements of the Contracts or the Accounts which are in the public domain or are approved by the Company; or
(c)
sales literature or other promotional material of the Company.

10




Notwithstanding the foregoing, this provision shall not be interpreted to prevent the Adviser, DFAS and the Fund from providing information about the Company or this Agreement to their directors, regulators, accountants, legal counsel or otherwise in the ordinary course of their business.
4.4
No Party shall use any other Party’s names, logos, trademarks or service marks, whether registered or unregistered, without the prior written consent of such Party.
4.5
The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, all amendments to any of the above that relate to the Portfolios or their shares, and any other applicable documents or materials, in final form as filed with the SEC. If requested by the Company, the Fund shall provide such documentation (including a final copy of the amended prospectus(es) of the Portfolios as set in type (including an 8 1/2” x 11” size camera-ready stat) at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year to have, at the Company’s expense, the current prospectus(es) for the Portfolios printed together in with the document describing the Contracts.
4.6
The Company will provide to the Fund at least one complete copy of all offering materials describing the Fund, the Portfolios and the Contracts, including application and investment election forms, sample illustrations, reports, solicitations for voting instructions, sales literature and any other promotional materials, applications for exemptions, requests for no-action letters, all amendments to any of the above and any other applicable documents or materials that relate to the Contracts and each Account. In the event any such documents are required to be filed with any regulatory authority or body, the Company shall provide such materials in final form as filed with such regulatory authority or body. The Company represents and warrants that the Contracts, registration statements, prospectuses, offering memoranda and any other filing in connection therewith with respect to the Accounts will not materially deviate from the form of such documents provided to the Fund.
4.7
For purposes of this Section 4, the phrase “sales literature or other promotional material” shall be construed in accordance with all applicable securities laws and regulations.
4.8
To the extent required by applicable law, including the administrative requirements of regulatory authorities, or as mutually agreed between the Company and DFAS, the Company reserves the right to modify any of the Contracts in any respect whatsoever. The Company reserves the right, in its sole discretion, to suspend the sale of any Contract, in whole or in part, or to accept or reject any application for the sale of a Contract. The Company agrees to notify

11




the other Parties promptly upon the occurrence of any event that the Company believes might necessitate a material modification or suspension.
4.9
The Parties agree to review the arrangements set forth herein from time to time for possible changes and will make their personnel reasonably available for this purpose.
5.    Fees and Expenses
5.1
The Fund shall bear the cost of registration and qualification of the shares of the Portfolios; preparation and filing of the Portfolios’ prospectus(es) and the Fund Registration Statement, proxy materials and reports relating to the Portfolios; preparation of all other statements and notices relating to the Portfolios required by any federal or state law; payment of all applicable fees, including, without limitation, all fees due under Rule 24f‑2 of the 1940 Act relating to the Portfolios; and all taxes on the issuance or transfer of the Portfolios’ shares.
5.2
The Company shall assure that the Contracts are registered under the 1933 Act, and that each Account is registered as a unit investment trust in accordance with the 1940 Act. The Company shall bear the expenses for the costs of preparation and any required filing of the Company’s prospectus, offering memoranda, registration statement and other materials and information with respect to the Contracts, including the Application and investment selection forms; preparation of all other statements and notices relating to the Accounts or the Contracts required by any applicable federal or state law; all expenses for the solicitation and sale of the Contracts, including all costs of printing and distributing all copies of advertisements, prospectuses, statements of additional information, proxy materials and reports to Contract holders and prospective purchasers of the Contracts as required by applicable state and federal law; payment of all applicable fees and taxes relating to the Contracts; all costs of drafting, filing and obtaining approvals of the Contracts in the various jurisdictions under applicable insurance laws; and all other costs associated with ongoing compliance with all such laws and the Company’s obligations hereunder.
6.    Indemnification
6.1
Indemnification by the Company
6.1(a)
The Company agrees to indemnify, defend and hold harmless the Fund, the Portfolios, DFAS and the Adviser, and each of their directors and officers (as applicable), and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses) (except in all cases, excluding consequential or special damages), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and:

12




(i)
arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus, offering memoranda or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Section 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or offering memoranda for the Contracts (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or the shares of the Portfolios; or
(ii)
arise out of, or as a result of, statements or representations or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or the shares of the Portfolios; or
(iii)
arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund and the Portfolios, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or
(iv)
arise out of, or as a result of, any failure by the Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement; or
(v)
arise out of, or result from, any material breach of any representation and/or warranty made by the Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by the Company or persons under its control;
as limited by and in accordance with the provisions of Sections 6.1(b) and 6.1(c) hereof.
6.1(b)
The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in

13




the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of its obligations or duties under this Agreement or to the Fund, whichever is applicable, or to the extent of such Indemnified Party’s gross negligence.
6.1(c)
The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action, provided that the Company gives written notice of such intention to the Indemnified Parties. The Company also shall be entitled to assume and to control the defense thereof. After notice from the Company to such Party of the Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by the Indemnified Party, and the Company will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
6.1(d)
The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the shares of the Portfolios or the Contracts or the operation of the Portfolios.
6.2
Indemnification by DFAS
6.2(a)
DFAS agrees to indemnify, defend and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 6.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund or DFAS) or litigation (including reasonable legal and other expenses) (except in all cases, excluding consequential or special damages), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and:
(i)
arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement or current prospectus(es) or sales literature

14




of the Fund and the Portfolios (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Section 6.2(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company for use in the Fund Registration Statement or prospectus(es) for the Portfolios or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the shares of the Portfolios; or
(ii)
arise out of, or as a result of, statements or representations or wrongful conduct of DFAS or the Fund or persons under their control, with respect to the sale or distribution of the shares of the Portfolios (it is understood that the persons who are involved in the sale or distribution of the Contracts are not under the control of DFAS, the Adviser or the Fund); or
(iii)
arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, offering memoranda or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or
(iv)
arise out of, or as a result of, any failure by DFAS, the Fund or persons under their control to provide the services and furnish the materials contemplated under the terms of this Agreement; or
(v)
arise out of or result from any material breach of any representation and/or warranty made by DFAS, the Fund or persons under their control in this Agreement or arise out of or result from any other material breach of this Agreement by DFAS, the Fund or persons under their control;
as limited by and in accordance with the provisions of Sections 6.2(b) and 6.2(c) hereof.
6.2(b)
DFAS shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such

15




Indemnified Party’s reckless disregard of its obligations and duties under this Agreement or to the Company or the Accounts, whichever is applicable, or to the extent of such Indemnified Party’s gross negligence.
6.2(c)
DFAS shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified DFAS in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify DFAS of any such claim shall not relieve DFAS from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, DFAS will be entitled to participate, at its own expense, in the defense thereof, provided that DFAS gives written notice of such intention to the Indemnified Parties. DFAS also shall be entitled to assume and to control the defense thereof. After notice from DFAS to such Party of DFAS’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by the Indemnified Party, and DFAS will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
6.2(d)
The Indemnified Parties will promptly notify DFAS of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Contracts or the operation of the Accounts.
6.3
Indemnification by the Adviser
6.3(a)
The Adviser agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund or the Adviser) or litigation (including reasonable legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and:
(i)
arise out of or based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement or current prospectus(es) or sales literature of the Fund and the Portfolios (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be

16




stated therein or necessary to make the statements therein not misleading, provided that this Section 6.3(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund or the Adviser by or on behalf of the Company for use in the Fund Registration Statement or prospectus(es) for the Portfolios or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the shares of the Portfolios; or
(ii)
arise out of, or as a result of, statements or representations or wrongful conduct of DFAS, the Fund or the Adviser or persons under their control, with respect to the sale or distribution of the shares of the Portfolios (it is understood that the persons who are involved in the sale or distribution of the Contracts are not under the control of DFAS, the Adviser or the Fund); or
(iii)
arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, offering memoranda or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund or the Adviser; or
(iv)
arise out of, or as a result of, any failure by DFAS, the Adviser, the Fund or persons under their control to provide the services and furnish the materials contemplated under the terms of this Agreement; or
(v)
arise out of or result from any material breach of any representation and/or warranty made by DFAS, the Fund, the Adviser or persons under their control in this Agreement or arise out of or result from any other material breach of this Agreement by DFAS, the Adviser, the Fund or persons under their control;
as limited by and in accordance with the provisions of Sections 6.3(b) and 6.3(c) hereof.
6.3(b)
The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of its obligations and duties under

17




this Agreement or to the Company or the Accounts, whichever is applicable, or to the extent of such Indemnified Party’s gross negligence.
6.3(c)
The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund or the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund or the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof, provided that the Adviser gives written notice of such intention to the Indemnified Parties. The Adviser also shall be entitled to assume and to control the defense thereof. After notice from the Adviser to such Party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by the Indemnified Party, and the Adviser will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof, other than reasonable costs of investigation.
6.3(d)
The Indemnified Parties will promptly notify the Fund and the Adviser of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Contracts or the operation of the Accounts.
7.    Potential Conflicts
7.1
The Directors will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Portfolios. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable insurance (including federal, state or other jurisdiction), tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors shall promptly inform the Company if they determine that a material irreconcilable conflict exists and the implications thereof.

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7.2
The Company will report any potential or existing conflicts of which it is aware to the Directors and, on an annual basis, shall provide the Fund and the Adviser with written notification that the Company is not aware of any conflict, if such is the case. The Company will assist the Directors in carrying out their responsibilities under any applicable provisions of the federal securities laws and/or any exemptive orders granted by the SEC, including the order obtained by the Fund and the Adviser from the SEC, dated March 12, 2002 (File No. 812‑12760) (“Exemptive Order”), by providing the Directors with all information reasonably necessary for the Directors to consider any issues raised. The Company, at least annually, will submit to the Directors such reports, materials or data as the Directors reasonably may request so that the Directors may fully carry out the obligations imposed upon the Board by the conditions contained in the Exemptive Order. The Company shall submit such reports, materials and data more frequently if deemed appropriate by the Directors. This includes, but is not limited to, an obligation by the Company to inform the Directors whenever Contract holder voting instructions are disregarded.
The Company acknowledges that: (i) the Company’s disregard of voting instructions may conflict with the majority of Contract holders’ voting instructions; and (ii) the Company’s action could preclude a majority vote approving a proposed change or could represent a minority view. If the Company’s judgment represents a minority position or would preclude a majority vote, then the Company may be required, at the Fund’s election, to withdraw the Accounts’ investment in the Portfolios. Other than possible decline in the value of an Account due to fluctuations in the NAVs of the Portfolios, no charge or penalty will be imposed as a result of such withdrawal.
7.3
If it is determined by a majority of the Directors, or a majority of the Fund’s disinterested Directors, that a material irreconcilable conflict exists, the Company shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Directors), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, up to and including: (1) withdrawing the assets allocable to some or all of the Accounts from any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract holders and, as appropriate, segregating the assets of any appropriate group that votes in favor of such segregation, or offering to the affected Contract holders the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.
7.4
If a material irreconcilable conflict arises because a particular state or other jurisdiction’s insurance regulator’s decision applicable to the Company conflicts with the majority of other insurance regulators, then the Company will withdraw the affected Account’s investment in the Portfolios and terminate this Agreement with respect to such Account within six (6) months after the Directors inform the Company in writing that the Directors have determined that such decision has

19




created a material irreconcilable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Directors. Until the end of the foregoing six (6) month period, DFAS and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of the shares of the Portfolios.
7.5
For purposes of Sections 7.3 through 7.5 of this Agreement, a majority of the disinterested Directors shall determine whether any proposed action adequately remedies any material irreconcilable conflict. The Company shall not be required by Section 7.3 of this Agreement to establish a new funding medium for the Contracts if an offer to do so has been declined by the vote of a majority of Contract holders materially adversely affected by the material irreconcilable conflict. In the event that the Directors determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw an Account’s investment in the Portfolios and terminate this Agreement within six (6) months after the Directors inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict.
7.6
If and to the extent that Rule 6e‑2 and Rule 6e‑3(T) under the 1940 Act are amended, or Rule 6e‑3 under the 1940 Act is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in any Exemptive Order) on terms and conditions materially different from those contained in any Exemptive Order, then (a) the Fund and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e‑2 and 6e‑3(T), as amended, and Rule 6e‑3, as adopted, to the extent such rules are applicable; and (b) Sections 7.1, 7.2, 7.3 and 7.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted by the SEC.
8.    Term and Termination
8.1
This Agreement may be terminated by any Party with or without cause on sixty (60) days’ advance written notice.
8.2
Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder.
8.3
Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such

20




notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder.
8.4
Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts.
8.5
Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts that are issued or to be issued by the Company.
8.6
Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any such Portfolio may fail to so qualify.
8.7
Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury Regulations promulgated thereunder.
8.8
Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in its or their, as applicable, sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity.
8.9
Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity.
8.10
Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the other Parties, unless any of the other Parties has cured such cause within thirty (30) days of receiving such notice, for any one of the following reasons:

21




(a)
a change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control;
(b)
a material change in, or other material revision to, the Contracts or the prospectus(es) of the Fund that describe the Portfolios, which material change or revision is not acceptable to any of the other Parties; or
(c)
any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement.
8.11
Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder, with respect to a Portfolio and the corresponding subaccount of each Account.
8.12
Each party's obligations under Section 10 (Indemnification), Section 10.4 (cooperation), and Section 10.7 (confidentiality) shall survive and not be affected by any termination of this Agreement.
9.    Notices
Any notice shall be deemed sufficiently given when sent by registered or certified mail, or via confirmed facsimile, to the other Parties at the address of such Parties set forth below or at such other address as such Parties may from time to time specify in writing to the other Parties.
If to the Fund:

Catherine L. Newell, Esq.
Vice President and Secretary
DFA Investment Dimensions Group Inc.
6300 Bee Cave Road, Building One
Austin, TX 78746


If to the Adviser:

Catherine L. Newell, Esq.
Vice President and Secretary
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, TX 78746



22




If to DFAS:

Catherine L. Newell, Esq.
Vice President and Secretary
DFA Securities LLC
6300 Bee Cave Road, Building One
Austin, TX 78746


If to the Company:

Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village CO 80111
Attn: Charles P. Nelson, President Retirement Services
Cc: Beverly A. Byrne, Chief Compliance Officer

With a copy to:

Great-West Life & Annuity Insurance Company of New York
8515 East Orchard Road
Greenwood Village CO 80111
Attn: Charles P. Nelson, President Retirement Services
Cc: Beverly A. Byrne, Chief Compliance Officer

10.    Miscellaneous
10.1
The captions in this Agreement are included for convenience of reference only and in no way affect the construction or effect of any provisions hereof.
10.2
If any portion of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
10.3
This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
10.4
Each Party shall cooperate with the other Parties and all appropriate governmental authorities (including, without limitation, the SEC, FINRA, and any applicable insurance, securities or other regulator of competent jurisdiction), and shall permit such authorities reasonable access to its books and records as required by applicable law in connection with any investigation or inquiry relating to this Agreement.
10.5
Each Party hereto grants to the other Parties the right to audit the Party’s records relating to the terms and conditions of this Agreement upon reasonable notice during reasonable business hours in order to confirm compliance with this Agreement.

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10.6
The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, to which the Parties hereto are entitled under state and federal laws.
10.7
Subject to the requirements of legal process and regulatory authority, the Fund, the Adviser and DFAS shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by the Company hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the Company until such time as such information may come into the public domain.
10.8
This Agreement or any of the rights and obligations hereunder may not be assigned by any Party without the prior written consent of the other Parties hereto.
10.9
In any dispute arising hereunder, each Party waives its right to demand a trial by jury and hereby consents to a bench trial of all such disputes.
10.10
The terms of this Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof; provided, however, that all performances rendered hereunder shall be subject to compliance with all applicable state and federal laws and regulations.
To the extent such laws are applicable, this Agreement shall be subject to the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations and interpretations thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant, and any applicable FINRA regulations or interpretations, and the terms hereof shall be interpreted and construed in accordance therewith.
10.11
In the event of any action or proceeding arising out of this Agreement, the Party bringing the action shall have the right to choose the applicable forum; provided, however, that no Party shall be deemed to have waived any objection based on forum non conveniens or any objection to venue in connection with the initially selected forum.
10.12
The Company agrees that upon execution of this Agreement, and thereafter promptly upon the earlier of (i) reasonable demand by the Adviser or Fund, or (ii) learning that documentation (as defined below) is required, Company shall deliver to the Fund any certification, form, document or information (collectively, “documentation”) that may be required or reasonably requested in order to allow the Fund to make any payments or distributions, whether in-kind or in cash or reinvested in additional Fund shares, to the Company without any deduction or withholding for or on account of any tax including, without limitation, an executed United States Internal Revenue Service Form W-9 (and successor forms thereto) and any other documentation required to be delivered pursuant to Section 1471(b) or section 1472(b)(1) of the Code.

24




10.13
None of the parties hereto shall be liable to the others for any and all losses, damages, costs, charges, counsel fees, payments, expenses or liability due to any failure, delay or interruption in performing its obligations under this Agreement, and without the fault or negligence of such party, due to causes or conditions beyond its control including, without limitation, labor disputes, strikes (whether legal or illegal), lock outs (whether legal or illegal), civil commotion, riots, war and war-like operations including acts of terrorism, embargoes, epidemics, invasion, rebellion, hostilities, insurrections, explosions, floods, unusually severe weather conditions, earthquakes, military power, sabotage, governmental regulations or controls, failure of power, fire or other casualty, accidents, national or local emergencies, boycotts, picketing, slow-downs, work stoppages, acts of God or natural disasters, provided that such failure or delay was not capable of mitigation pursuant to a prudent business continuity, disaster recovery or similar program.

25




IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be duly executed as of the date first set forth above.

 
Company:
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
By: /s/ Charles P. Nelson
Name: Charles P. Nelson
Title: President, Retirement Services

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

By: /s/ Charles P. Nelson
Name: Charles P. Nelson
Title: President, Retirement Services
 
 
 
 
 
Fund:
 
 
 
DFA INVESTMENT DIMENSIONS GROUP INC.
 
 
 
By: /s/ Jeff J. Jeon
Name: Jeff J. Jeon
Title: Vice President
 
 
 
 
 
Adviser:
 
 
 
DIMENSIONAL FUND ADVISORS LP
 
By: Dimensional Holdings Inc., general partner
 

By: /s/ Kenneth Manell
Name: Kenneth M. Manell
Title: Vice President
 
 
 
 
 
DFAS:
 
 
 
DFA SECURITIES LLC
 
 
 
By: /s/ Valerie Brown
Name: Valerie A. Brown
Title: Vice President


26




Schedule A
(introduced in Section 1.1 of the Agreement)

VA U.S. Targeted Value Portfolio
VA U.S. Large Value Portfolio
VA International Value Portfolio
VA International Small Portfolio
VA Short-Term Fixed Portfolio
VA Global Bond Portfolio
DFA VA Global Moderate Allocation Portfolio




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SCHEDULE B: Rule 22c-2 Provisions
(introduced in Section 3.6 of the Agreement)


1.
Agreement to Provide Information. The Company (hereafter, an "Intermediary") agrees to provide the Fund or its designee, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number ("ITIN"), or other government-issued identifier ("GII"), if known, of any or all Contract holders or shareholder(s) of the account (together, "Shareholder(s)") and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every Shareholder-initiated purchase, redemption, transfer, or exchange of Fund shares (“Shares”) held through an account maintained by the Intermediary during the period covered by the request.
1.1.
Period Covered by Request. Unless otherwise directed by the Fund, Intermediary agrees to provide the information specified in Section 1 for each trading day.
1.2.
Form and Timing of Response.
1.2.1.
Intermediary agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in Section 1. If requested by the Fund or its designee, Intermediary agrees to use its best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in Section 1 is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in Section 1 for those shareholders who hold an account with an indirect intermediary, or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. Intermediary additionally agrees to inform the Fund whether it plans to perform (i) or (ii).
1.2.2.
Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the Parties.
1.2.3.
To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.
1.3.
Limitations on Use of Information. The Fund agrees not to use the information received from the Intermediary for the Fund’s use in external solicitation or marketing to shareholders without the prior written consent of the Intermediary. The Fund is permitted to use the information received from the Intermediary for


20323_1



the Fund’s internal purposes, including monitoring compliance with the Fund’s internal policies, procedures and practices. The Fund agrees to keep any non-public information furnished by the Intermediary confidential consistent with the Fund's then current privacy policy, except as necessary to comply with federal, state, or local laws, rules, or other applicable legal requirements.
2.
Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions in the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.
2.1.
Form of Instructions. Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or Accounts or other agreed upon information to which the instruction relates.
2.2.
Timing of Response. Intermediary agrees to execute instructions from the Fund to restrict or prohibit trading as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Intermediary.
2.3.
Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
3.
Definitions. For purposes of this Schedule B:
3.1.
The term “Fund” includes the Fund’s principal underwriter and transfer agent. The term not does include any “excepted funds” as defined in SEC Rule 22c-2(b) under the 1940 Act.
3.2.
The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Intermediary.
3.3.
The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name; except:
3.3.1.
with respect to retirement plan recordkeepers, the term “Shareholder” means the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares; and

20323_1



3.3.2.
with respect to insurance companies, the term “Shareholder” means the holder of interests in a variable annuity or variable life insurance contract issued by the Intermediary.
3.4.
The term “written” includes electronic writings and facsimile transmissions.
3.5.
The term “Intermediary” shall mean a “financial intermediary” as defined in SEC Rule 22c-2.
3.6.
The term “purchase” does not include the automatic reinvestment of dividends.
3.7.
The term “promptly” as used in Section 1.2 shall mean as soon as practicable but in no event later than 10 business days from the Intermediary’s receipt of the request for information from the Fund or its designee.



20323_1
EX-8.L 5 great-westfundsfpavariable.htm EXHIBIT 8.L Great-West Funds FPA (Variable Annuity)





FUND PARTICIPATION AGREEMENT

Among

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,

MAXIM SERIES FUND, INC
            
GW CAPITAL MANAGEMENT, LLC

and

GWFS EQUITIES, INC.


THIS AGREEMENT (this “Agreement”) effective this 15th day of December, 2011 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter “GWL&A"), a Colorado life insurance company, on its own behalf and on behalf of its separate accounts identified on Schedule A attached hereto and incorporated herein be reference, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter “FGWL&A”), a New York life insurance company, on its own behalf and on behalf of its separate accounts identified on Schedule A, Maxim Series Fund, Inc., a corporation organized under the laws of Maryland (hereinafter the "Fund"), GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (hereinafter the "Adviser"), a limited liability company organized under the laws of Colorado, and GWFS Equities, Inc., a corporation organized under the laws of Delaware (hereinafter the "Distributor"). GWL&A and FGWL&A are collectively referred to herein as “Insurer” and the separate accounts identified on Schedule A are collectively referred to herein as the “Account.”

WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance com-panies, including Insurer, which have entered into participation agreements similar to this Agreement (hereinafter "Participating Insurance Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and

WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (hereinafter the "SEC"), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (here-inafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans ("Qualified Plans") (hereinafter the "Mixed and Shared Funding Exemptive Order"); and

WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 Act (the “1940 Act”) and shares of the Portfolio(s) are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and






WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and

WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the "1934 Act") and is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"); and

WHEREAS, Insurer has registered certain variable annuity contracts supported wholly or partially by the Account (the "Contracts") to be made available to owners thereof, including any participants or employees of such owners as applicable (“Contract Owners”); and

WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of Insurer, under the insurance laws of the State of Colorado and New York, as applicable, to set aside and invest assets attributable to the Contracts; and

WHEREAS, Insurer has registered the Account as a unit investment trust under the 1940 Act and has registered the securities deemed to be issued by the Account under the 1933 Act; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, Insurer intends to purchase shares in the Portfolio(s) listed in Schedule A, as such Schedule may be amended from time to time by mutual written agreement (the "Designated Portfolio(s)"), on behalf of the Account to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts such as the Account at net asset value; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Account also intends to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the "Unaffiliated Funds") on behalf of the Account to fund the Contracts; and
    
WHEREAS, Insurer intends to utilize the Distributor to transmit instructions for the purchase, redemption and transfer of Fund shares on behalf of the Account, and the Distributor, alone, or with the assistance of a recordkeeping affiliate, to perform certain recordkeeping functions associated with the transfer of Fund shares into and out of the Account in order to recognize certain organizational economies; and

NOW, THEREFORE, in consideration of their mutual promises, Insurer, the Fund, the Distributor and the Adviser agree as follows:

ARTICLE I.        Sale of Fund Shares
    
1.1    The Fund agrees that shares of the Designated Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to certain qualified pension and retirement plans. No shares of any Designated Portfolio will be sold to the general public. The Fund will not sell shares of the Designated Portfolio(s) to any other Participating Insurance Company separate account unless an agreement containing provisions substantially similar to Sections 2.4, 2.10, 3.5, 3.6, 5.1, and Article VII of this Agreement is in effect to govern such sales.

1.3.    If an adjustment is necessary to correct an error which has caused Contract Owners to receive less than the amount to which they are entitled, the number of shares of the applicable sub-account of such Contract Owners will be adjusted and the amount of any underpayments shall be credited by the Adviser to Insurer for crediting of such amounts to the applicable Contract Owners accounts. Upon notification by the Adviser of any overpayment due to an error, Insurer shall promptly remit to Adviser any overpayment that has not been paid to Contract Owners.






1.4    The Adviser shall promptly reimburse Insurer for any and all costs or expenses which Insurer incurs that are associated with any failure of the Fund to settle trades by the time specified on the Business Day following the Trade Date.

ARTICLE II.     Representations and Warranties

2.1.    Insurer represents and warrants that the Contracts and the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. Insurer further represents that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado insurance law and New York insurance law, as applicable, and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law.
    
2.2.    The Fund represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
    
2.3.    The Fund reserves the right to adopt a plan pursuant to Rule 12b-1 under the 1940 Act and to impose an asset-based or other charge to finance distribution expenses as permitted by appli-cable law and regulation. In any event, the Fund and Adviser agree to comply with applicable provisions and SEC staff interpretations of the 1940 Act to assure that the investment advisory or management fees paid to the Adviser by the Fund are in accordance with the requirements of the 1940 Act. To the extent that the Fund decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its Board (the “Board”), a majority of whom are not interested persons of the Fund, formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses.

2.4.    The Fund represents and warrants that it will make every effort to ensure that the investment policies, fees and expenses of the Designated Portfolio(s) are and shall at all times remain in compliance with all applicable state insurance and other applicable laws to the extent required to perform this Agree-ment. The Fund further represents and warrants that it will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with applicable state securities and insurance laws. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law. Insurer and the Fund will endeavor to mutually cooperate with respect to the implementation of any modifications necessitated by any change in applicable state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a "Law Change"), and to keep each other informed of any Law Change that becomes known to either party. In the event of a Law Change, the Fund agrees that, except in those circumstances where the Fund has advised Insurer that its Board of Directors has determined that implementation of a particular Law Change is not in the best interest of all of the Fund's shareholders with an explanation regarding why such action is lawful, any action required by a Law Change will be taken.

2.5.    The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of Maryland and that it does and will comply in all material respects with the 1940 Act.

2.6.    The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance





in all material respects with the laws of the State of Colorado and any applicable state and federal securities laws.

2.7.    The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.

2.8.    The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the bene-fit of the Fund in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

2.9.    The Fund will provide Insurer with as much advance notice as is reasonably practicable of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated Portfolio(s).

2.10.    Insurer represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended (the “Code"), that the Con-tracts are currently and at the time of issuance will be treated as life insurance contracts under appli-cable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, Insurer represents and warrants that the Account is a "segregated asset account" and that interests in the Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Code and the regulations thereunder. Insurer will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. Insurer represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.

ARTICLE III.     Prospectuses and Proxy Statements; Voting

3.1.    It is understood and agreed that, except with respect to information regarding Insurer provided in writing by that party, Insurer is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.

3.2.    If and to the extent required by law Insurer shall:
(i)    solicit voting instructions from Contract Owners;
(ii)    vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract Owners: and
(iii)    vote Designated Portfolio shares held in the Account for which no instructions have been received in the same pro-portion as Designated Portfolio(s) shares for which instructions have been received from Contract Owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. Insurer reserves the right to





vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law.

3.3.    Insurer shall be responsible for assuring that each of its separate accounts holding shares of a Designated Portfolio calculates voting privileges as directed by the Fund and agreed to by Insurer and the Fund. The Fund agrees to promptly notify Insurer of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
    
3.4.    The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE IV.    Sales Material and Information

4.1.    Insurer shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that Insurer develops or proposes to use and in which the Fund (or a Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is named in connection with the Contracts, at least ten (10) business days prior to its use. No such material shall be used if the Fund objects to such use within five (5) business days after receipt of such material. Notwithstanding the foregoing, Insurer shall not be required to furnish to the Fund or its designee any sales literature or other promotional material which Insurer receives from the Fund or third party vendors and which is unaltered by Insurer.

4.2.    Insurer shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the written permission of the Fund, Distributor or Adviser.

4.3.    The Fund or the Adviser shall furnish, or shall cause to be furnished, to Insurer, a copy of each piece of sales literature or other promotional material in which Insurer and/or its separate account(s), is named at least ten (10) business days prior to its use. No such material shall be used if Insurer objects to such use within five (5) business days after receipt of such material.

4.4.    The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of Insurer or concerning Insurer, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by Insurer or its desigee, except with the permission of Insurer.

4.5.    The Fund will provide to Insurer at least one complete copy of any registration statements, prospectuses, SAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or FINRA or other regulatory authorities.

4.6.    Insurer will provide to the Fund at least one complete copy of any registration statements, prospectuses, SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority.






4.7.    For purposes of Articles IV and VIII, the phrase "sales literature and other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act or the 1940 Act.

4.8.    At the request of any party to this Agreement, each other party will make available to the other party's independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any party's obligations under this Agreement.

ARTICLE V.     Fees and Expenses

5.1.    Neither the Fund, the Distributor nor the Adviser shall pay any fee or other compensation to Insurer under this Agreement, other than pursuant to Schedule B attached hereto and incorporated by reference herein. In addition, the parties will bear certain expenses in accordance Articles III, V, and other provisions of this Agreement.

5.2.    All expenses incident to performance by the Fund, the Distributor and the Adviser under this Agreement shall be paid by the appropriate party. The Fund shall see to it that all shares of the Designated Portfolio(s) are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent required, in accordance with applicable state laws prior to their sale.

5.3.    The Fund, the Distributor and the Adviser acknowledge that a principal feature of the Contracts is the Contract Owner's ability to choose from a number of unaffiliated mutual funds (and portfolios or series thereof), including the Designated Portfolio(s) and the Unaffiliated Funds, and to transfer the Contract's cash value between funds and portfolios. The Fund, the Distributor and the Adviser agree to cooperate with Insurer in facilitating the operation of the Account and the Contracts as described in the prospectus for the Contracts, including but not limited to cooperation in facilitating transfers between Unaffiliated Funds. The Fund does not allow market timing, short-term trading, or other excessive trading into and out of the Fund. Insurer agrees to cooperate with the Fund, the Adviser, and the Distributor to prevent Contract Owners from market timing the Fund, and agrees to comply with the provisions of the Fund’s registration statement with respect to market timing, short-term trading, or other excessive trading.

ARTICLE VI.    Diversification and Qualification

6.1.    The Fund, the Distributor and the Adviser represent and warrant that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as life insurance contracts under the Code, and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund, Distributor and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to qualified pension and retirement plans.






6.2.    No shares of any Designated Portfolio of the Fund will be sold to the general public.

6.3.    The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.

6.4.    The Fund, Distributor or Adviser will notify Insurer immediately upon having a reasonable basis for believing that the Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future.

6.5.    Without in any way limiting the effect of Sections 8.2 and 8.3 hereof and without in any way limiting or restricting any other remedies available to Insurer, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to Insurer and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by Insurer with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure.

6.6.    The Fund at the Fund's expense shall provide Insurer or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, upon the reasonable request of the Insurer; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance.

6.7.    Insurer agrees that if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of Insurer or, to Insurer's knowledge, or any Contract Owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or Insurer otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure:

(a) Insurer shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim;

(b) Insurer shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure;

(c) Insurer shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent;

(d) any written materials to be submitted by Insurer to the IRS, any Contract Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by Insurer to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission;

(e) Insurer shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting





the Fund, the Distributor and the Adviser to review the relevant books and records of Insurer) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure;

(f) Insurer shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, Insurer shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by Insurer in complying with this clause (f).

ARTICLE VII.
Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order

7.1.    The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform Insurer if it determines that an irreconcilable material conflict exists and the implications thereof.

7.2.    Insurer will report any potential or existing conflicts of which it is aware to the Board. Insurer will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by Insurer to inform the Board whenever contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by Insurer with a view only to the interests of its Contract Owners.

7.3.    If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, the Distributor, the Adviser or any sub-adviser to any of the Designated Portfolios (the "Independent Directors"), that a material irreconcilable conflict exists, Insurer and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.

7.4.    If a material irreconcilable conflict arises because of a decision by Insurer to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, Insurer may be required, at the Fund's election, to withdraw the Account's investment in the Fund and





terminate this Agreement; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Any such with-drawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Adviser, the Distributor and the Fund shall continue to accept and implement orders by Insurer for the purchase (and redemption) of shares of the Fund.

7.5.    If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to Insurer conflicts with the majority of other state regulators, then Insurer will withdraw the Account's investment in the Fund and terminate this Agreement within six months after the Board informs Insurer in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by Insurer for the purchase (and redemption) of shares of the Fund.

7.6.    For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. Insurer shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then Insurer will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs Insurer in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Independent Directors.
    
7.7.    If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Com-pa-nies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification

8.1.    Indemnification By Insurer
8.1(a).    Insurer agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of Insurer) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and:
(i)    arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required





to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to in-demnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to Insurer by or on behalf of the Adviser, Distributor or Fund for use in the registration statement or prospectus for the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(ii)    arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by Insurer or persons under its control) or wrongful conduct of Insurer or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or

(iii)    arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of Insurer; or

(iv)    arise as a result of any failure by Insurer to provide the services and furnish the materials under the terms of this Agreement; or

(v)    arise out of or result from any material breach of any representation and/or warranty made by Insurer in this Agreement or arise out of or result from any other material breach of this Agreement by Insurer, including without limitation Section 2.10 and Section 6.7 hereof,

as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

8.1(b). Insurer shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.

8.1(c). Insurer shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Insurer in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Insurer of any such claim shall not relieve Insurer from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that Insurer has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, Insurer shall be entitled to participate, at its own expense, in the defense of such action. Insurer also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from Insurer to such party of Insurer’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Insurer will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.






8.1(d).    The Indemnified Parties will promptly notify Insurer of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.

8.2.    Indemnification by the Adviser
8.2(a). The Adviser agrees to indemnify and hold harmless Insurer and its directors and officers and each person, if any, who controls Insurer within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and:

(i)    arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of Insurer for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Fund shares; or

(ii)    arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or

(iii)    arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to Insurer by or on behalf of the Adviser, the Distributor or the Fund; or

(iv)    arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or

(v)    arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or






(i)
arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate;

as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof.

8.2(b). The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.

8.2(c). The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

8.2(d). Insurer agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

8.3.    Indemnification by the Distributor
8.3(a).    The Distributor agrees to indemnify and hold harmless Insurer and its directors and officers and each person, if any, who controls Insurer within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and:

(i)    arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or Fund by or on behalf of Insurer for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the





foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(ii)    arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Fund, the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or

(iii)    arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to Insurer by or on behalf of the Adviser, the Distributor or Fund; or
    
(iv)    arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or

(v)    arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; or

(vi)    arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate;

as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof.

8.3(b).    The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.

8.3(c)    The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.






8.3(d)    Insurer agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

ARTICLE IX.     Applicable Law

9.1.    This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Colorado, without regard to the Colorado Conflict of Laws provisions.

9.2.    This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those stat-utes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be inter-preted and construed in accordance therewith.

ARTICLE X.    Termination

10.1.    This Agreement shall terminate:
(a) at the option of any party, with or without cause, with respect to some or all Designated Portfolios, upon six (6) months advance written notice delivered to the other parties; provided, however, that such notice shall not be given earlier than six (6) months following the date of this Agreement; or

(b) at the option of Insurer by written notice to the other parties with respect to any Designated Portfolio based upon Insurer's determination that shares of such Designated Portfolio are not reasonably available to meet the requirements of the Contracts; or

(c) at the option of Insurer by written notice to the other parties with respect to any Designated Portfolio in the event any of the Designated Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Con-tracts issued or to be issued by Insurer; or

(d) at the option of the Fund, Distributor or Adviser in the event that formal administrative proceedings are instituted against Insurer by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding Insurer's duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Insurer to perform its obligations under this Agreement; or

(e) at the option of Insurer in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if Insurer reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; or

(f) at the option of Insurer by written notice to the Fund with respect to any Portfolio if Insurer reasonably believes that the Portfolio will fail to meet the Section 817(h) diversification requirements or Subchapter M qualifications specified in Article VI hereof; or

(g) at the option of either the Fund, the Distributor or the Adviser, if (i) the Fund, Distributor or Adviser, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that Insurer has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on Insurer's ability to perform its obligations under this Agreement, (ii) the Fund, Distributor or Adviser notifies





Insurer of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by Insurer and any other changes in circum-stances since the giving of such a notice, the determination of the Fund, Distributor or Adviser shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or

(h) at the option of either Insurer, if (i) Insurer shall determine, in its sole judgment reasonably exercised in good faith, that the Fund, Distributor or Adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Fund's, Distributor's or Adviser's ability to perform its obligations under this Agreement, (ii) Insurer notifies the Fund, Distributor or Adviser, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Fund, Distributor or Adviser and any other changes in circumstances since the giving of such a notice, the determination of Insurer shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or

(i) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the "defaulting party") other than as described in 10.1(a)-(j); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party.

10.2.    Notice Requirement No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,
(a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a), 10.1(g) or 10.1(h) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties;
(b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e), 10.1(i) or 10.1(j) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c) or 10.1(f), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice.

10.3.    Effect of Termination Notwithstanding any termina-tion of this Agreement, other than as a result of a failure by either the Fund or Insurer to meet Section 817(h) of the Code diversification requirements, the Fund, the Distributor and the Adviser shall, at the option of Insurer, continue to make available additional shares of the Designated Portfolio(s) pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.

10.4.    Surviving Provisions. Notwithstanding any termination of this Agreement, each party's obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.

ARTICLE XI.    Notices





Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Fund:

Maxim Series Fund, Inc.
8515 E. Orchard Road
Greenwood Village, CO 80111
Attn: Beverly Byrne, Chief Legal Counsel and Chief Compliance Officer

If to Insurer:

GWL&A:

Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attention:    Robert K. Shaw, Executive Vice President
cc: Beverly Byrne, Chief Compliance Officer, Chief Legal Counsel, Financial Services

FGWL&A:

First Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attention:    Robert K. Shaw, Executive Vice President
cc: Beverly Byrne, Chief Compliance Officer, Chief Legal Counsel, Financial Services

If to the Adviser:

GW Capital Management, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Beverly Byrne, Chief Legal Counsel and Chief Compliance Officer

If to the Distributor:

GWFS Equities, Inc.
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Charles Nelson, President
CC: Beverly Byrne, Chief Legal Counsel and Chief Compliance Officer


ARTICLE XII. Miscellaneous

12.1.    The parties hereto acknowledge that any nonpublic personal information (as defined by applicable law or regulation promulgated under Title V of the Gramm-Leach-Bliley Act of 1999 (the “Act”)) of Contract Owners (and any participants thereof, as applicable) will be disclosed or utilized solely to carry out the terms of this Agreement or pursuant to an exception contained in any applicable law or regulation promulgated under the Act. Further, Fund, Distributor and Adviser agree to maintain and enforce procedures for the safeguarding and protection of such nonpublic personal information at least as rigorous as those required to be used by Insurer under applicable law. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.






12.2.    The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

12.3.    This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

12.4.    If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
    
12.5.    Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the Colorado or New York Insurance Commissioner, as applicable, with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable life operations of Insurer are being conducted in a manner consistent with the applicable Colorado or New York insurance regulations, as applicable, and any other applicable law or regulations.

12.6.    Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

12.7.    The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

12.8.    This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.

12.9.    Insurer agrees that the obligations assumed by the Fund, Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Fund, Distributor and Adviser and their respective assets and Insurer shall not seek satisfaction of any such obligation from the shareholders of the Fund, Distributor or the Adviser, the directors, officers, employees or agents of the Fund, Distributor or Adviser, or any of them.

12.10.    The Fund, the Distributor and the Adviser agree that the obligations assumed by Insurer pursuant to this Agreement shall be limited in any case to Insurer and its assets and neither the Fund, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of Insurer, the directors, officers, employees or agents of Insurer, or any of them, except to the extent permitted under this Agreement.

12.11.    No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund.
    
12.12.     None of the parties hereto shall be liable to the other for any and all losses, damages, costs, charges, counsel fees, payments, expenses or liability due to any failure, delay or interruption in performing its obligations under this Agreement, and without the fault or negligence of such party, due to causes or conditions beyond its control including, without limitation, labor disputes, strikes (whether legal or illegal), lock outs (whether legal or illegal), civil commotion, riots, war and war-like operations including acts of





terrorism, embargoes, epidemics, invasion, rebellion, hostilities, insurrections, explosions, floods, unusually severe weather conditions, earthquakes, military power, sabotage, governmental regulations or controls, failure of power, fire or other casualty, accidents, national or local emergencies, boycotts, picketing, slow-downs, work stoppages, acts of God or natural disasters.





[Remainder of page intentionally blank; signature page to follow.]





IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as specified below.

                
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

By its authorized officer,

By:    /s/ Chris Bergeon                        
                
Title:    Vice President                    
                                                
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

By its authorized officer,

By:    /s/ Chris Bergeon                        
                
Title:    Vice President                    
            
                            
MAXIM SERIES FUND, INC.

By its authorized officer,

By:    /s/ Ryan Logsdon                    
                
Title:    AVP, Counsel & Secretary                    
                    
        
GW CAPITAL MANAGEMENT, LLC

By its authorized officer,

By:    /s/ Ryan Logsdon                        
                
Title:    AVP, Counsel & Secretary                    
                    

GWFS EQUITIES, INC.

By its authorized officer,

By:    /s/ Teresa Luiz                    
                
Title:    Teresa Luiz, Compliance Officer                        
                        
    





SCHEDULE A


Designated Portfolios

Any and all portfolios of the Fund available and open to new investors on or after the effective date of this Agreement which, pursuant to the terms of the Fund’s registration statement, are eligible to serve as underlying funds to the Separate Accounts listed below.


Separate Accounts

Great-West Life & Annuity Insurance Company
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Maxim Series Account
FutureFunds Series Account
Trillium Variable Annuity Account

First Great-West Life & Annuity Insurance Company
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity-3 Series Account







SCHEDULE B

Administrative Service Fee

For the services, Insurer or its affiliate shall receive a fee of 0.35% per annum of the average aggregate monthly net asset value of shares of the Designated Portfolio(s) held in the Account, payable by the Adviser directly to Insurer or its affiliate. Such fee shall be paid in arrears quarterly. Each quarter’s fee shall be determined based on assets in the Account at the end of each quarter and each quarterly fee will be independent of every other quarterly fee. Such fee shall be due and payable automatically within thirty (30) days after the last day of the quarter to which such payment relates.

The Fund will calculate the asset balance for each day on which the fee is to be paid pursuant to this Agreement with respect to each applicable Designated Portfolio of the Fund. Insurer shall have the right to reasonably audit the preparation of such calculation.

12b-1 Distribution Related Fees

The Adviser, or its designee, agrees to pay Insurer or its affiliate a fee 0.25% per annum of the average aggregate monthly net asset value of Class L shares of the Designated Portfolio(s) held in the Account. Such fee shall be paid in arrears, quarterly. Each quarter’s fee shall be determined based on assets in the Account at the end of each quarter and each quarterly fee will be independent of every other quarterly fee. Such fee shall be due and payable automatically within 30 (thirty) days after the last day of the quarter to which such payment relates.

The Fund will calculate the asset balance for each day on which the fee is to be paid pursuant to this Amendment with respect to each applicable portfolio of the Fund. Insurer shall have the right to reasonably audit the preparation of such calculation.




EX-8.X 6 a2014-04x15vanguardfpafors.htm EXHIBIT 8.X 2014-04-15VanguardFPAforSchwabandSmartTrackGWLANY (1)

PARTICIPATION AGREEMENT
Among
VANGUARD VARIABLE INSURANCE FUND
and
THE VANGUARD GROUP, INC.
and
VANGUARD MARKETING CORPORATION
and
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
THIS AGREEMENT, made and entered into as of the 15th day of April, 2014, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the "Fund"), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the "Sponsor"), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the "Distributor"), a Pennsylvania corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (hereinafter the "Company"), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account").
WHEREAS, the Fund was organized to act as the investment vehicle for variable life insurance policies and variable annuity contracts to be offered by separate accounts of insurance companies which have entered into participation agreements with the Fund and the Sponsor (hereinafter "Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio," and representing the interest in a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act") and its shares are registered under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the assets of each Portfolio of the Fund are managed by several entities (the "Advisers"), each of which is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities laws; and
WHEREAS, the Company has established or will establish one or more Accounts to fund certain variable life insurance policies and/or variable annuity contracts (the "Variable Insurance Products"), which Accounts and Variable Insurance Products are registered under the 1940 Act and the 1933 Act, respectively; and

WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company, on the date shown for each Account on Schedule A hereto, to set aside and invest assets attributable to the Variable Insurance Products; and
WHEREAS, the Distributor is a wholly-owned subsidiary of the Sponsor, is registered as a broker dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares of the Portfolios on behalf of each Account to fund the Variable Insurance Products and the Sponsor is authorized to sell such shares to the Accounts at net asset value;
WHEREAS, the Sponsor, the Company, and GWFS Equities, Inc., an affiliate of the Company, have entered into a Defined Contribution Clearance & Settlement Agreement dated as of November 1, 2006, as amended (the "DCC&S Agreement") which sets forth the operational provisions governing the purchase and redemption of shares of the Fund by the Accounts and related matters;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Sponsor and the Distributor agree as follows:
ARTICLE I. Sale of Fund Shares
1.1    The Sponsor and the Distributor agree to sell to the Company those shares of the Portfolios of the Fund listed on Schedule B which each Account orders, in accordance with the applicable provisions of the DCC&S Agreement.
1.2    The Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC and the Fund shall use its best efforts to calculate such net asset value on each day which the NYSE is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Portfolio to any person including, but not limited to, the Company, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board, acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund's then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and the FINRA.
1.3    The Fund and the Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

1.4    The Fund and the Sponsor will not sell Fund shares to any Participating Insurance
Company or its separate account unless an agreement containing a provision substantially the same as Section 2.4 of Article II of this Agreement is in effect to govern such sales.

1.5    The Fund agrees to redeem for cash, on the Company's request, any full or fractional shares of the Fund held by an Account, in accordance with the applicable provisions of the DCC&S Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the Fund's prospectus or statement of additional information. The Fund agrees to treat the Company like any other shareholder in similar circumstances in making these determinations.
1.6    The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the Fund and in accordance with the provisions of such prospectus and the accompanying statement of additional information.
1.7    Issuance and transfer of a Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto.
1.8    The Company hereby elects to receive all income, dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.
ARTICLE II. Representations and Warranties
2.1    The Company represents and warrants that it is an insurance company duly organized and in good standing under applicable law; that it has legally and validly established each Account prior to any issuance or sale; that it has and will maintain the capacity to issue all Variable Insurance Products that may be sold; and that it is properly licensed, qualified and in good standing to sell the Variable Insurance Products in the State of New York.
2.2    The Company represents and warrants that the Variable Insurance Products are registered under the 1933 Act.
2.3    The Company represents and warrants it has registered each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as segregated investment accounts for the Variable Insurance Products.
2.4    The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the Commonwealth of Pennsylvania and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund, the Distributor, or the Sponsor.
2.5    The Fund represents that it is qualified as a Regulated Investment Company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and that it will make every effort to maintain qualification (under Subchapter M or any successor or similar provision) and (ii) it will notify the Company immediately upon having a reasonable basis for believing that it ceased to so qualify or that it might not so qualify in the future. The Fund acknowledges that any failure to qualify as a Regulated Investment Company will eliminate the ability of the subaccounts to avail themselves of the "look through" provisions of Section 817(h) of the Code, and that as a result the Variable Insurance Products will almost certainly fail to qualify as endowment or life insurance contracts under Section 817(h) of the Code.
2.6    The Company represents that the Variable Insurance Products will be treated as
endowment or life insurance contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Sponsor immediately upon having a reasonable basis for believing that the Variable Insurance Products have ceased to be so treated or that they might not be so treated in the future.
2.7    The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise.
2.8    The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the Commonwealth of Pennsylvania and the Fund and the Sponsor represent that their respective operations are and shall at all times remain in material compliance with the laws of the Commonwealth of Pennsylvania to the extent required to perform this Agreement.
2.9    The Distributor represents and warrants that it is a member in good standing of FINRA and is registered as a broker-dealer with the SEC. The Distributor further represents that it will sell and distribute the Fund shares in accordance with the laws of the Commonwealth of Pennsylvania and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.
2.10    The Fund represents that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act and any applicable regulations thereunder.
2.11    The Sponsor represents and warrants that the Advisers to the Fund are, and the Sponsor shall use its best effort to cause the Advisers to remain, duly registered in all material respects under all applicable federal and state securities laws and to perform their obligations for the Fund in compliance in all material respects with the laws of the Commonwealth of Pennsylvania and any applicable state and federal securities laws.
2.12    The Fund and the Sponsor represent and warrant that all of their trustees, directors,
officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage required currently by Rule 17g-I under the 1940 Act or other applicable laws or regulations as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.13    With respect to the Variable Insurance Products, which are registered under the 1933 Act, the Company represents and warrants that:
(a)     GWFS Equities, Inc. is the principal underwriter for each such Account and any
subaccounts thereof and is a registered broker-dealer with the SEC under the 1934 Act;

(b)the shares of the Portfolios of the Fund are and will continue to be the only investment securities held by the corresponding subaccounts;
(c)the number of Portfolios of the Fund available for investment by the Accounts will not constitute a majority of the total number of mutual funds or portfolio selections available for investment by the Accounts in any Variable Insurance Product that is a variable annuity; and
(d)with regard to each Portfolio, the Company, if permitted by law, on behalf of the corresponding subaccount, will:
(i)vote such shares held by it in the same proportion as the vote of all other holders of such shares; and
(ii)refrain from substituting shares of another security for such shares unless the SEC has approved such substitution in the manner provided in Section 26 of the 1940 Act.
2.14    The Fund represents that it will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.
ARTICLE III. Offering Documents and Reports
3.1    The Fund, the Sponsor or their designee shall provide the Company (at the Sponsor's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request. The Company shall provide a copy of the Fund's prospectus to each Variable Insurance Product owner. If requested by the Company in lieu thereof, the Fund or the Sponsor shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's or the Sponsor's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Variable Insurance Products and the Fund's prospectus printed together in one document (such printing to be at the Company's expense).
3.2    The Fund's prospectus shall state that the statement of additional information for the Fund is available from the Sponsor (or in the Fund's discretion, the prospectus shall state that the statement of additional information is available from the Fund) and the Sponsor (or the Fund), at its expense, shall print and provide such statement free of charge to the Company and to any owner of a Variable Insurance Product or prospective owner who requests such statement.
3.3    The Fund, at its own expense, shall provide the Company with copies of its reports to shareholders, other communications to shareholders, and, if required by applicable law, proxy material, in such quantity as the Company shall reasonably require for distributing to Variable Insurance Product owners. The Fund shall provide to the Company the prospectuses and annual reports referenced in this Agreement within fifteen (15) days prior to the Company's obligation to mail, and the Company agrees to provide the Fund with advance notice of such date. If the documents are not delivered to the Company within ten (10) days of the Company's obligation to mail, the Fund shall reimburse the Company for any extraordinary out-of-pocket costs (including, but not limited to, overtime for printing and mailing).
ARTICLE IV. Sales Material and Information

4.1    The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each
piece of sales literature or other promotional material in which the Fund, its Advisers or the Sponsor is named, at least ten Business Days prior to its use. The Company may use such material in fewer than ten Business Days if it receives the written consent of the Fund or its designee. No such material shall be used if the Fund or its designee reasonably objects to such use within ten Business Days after receipt of such material. In connection with the identification of the Portfolios in any such material, the use of the Sponsor's name or identification of the Portfolios shall be given no greater prominence than any other mutual fund or portfolio selection offered in a Variable Insurance Product that is a variable annuity.
4.2    The Company shall not give any information or make any representations or statements on
behalf of the Fund or concerning the Fund in connection with the sale of the Variable Insurance Products other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Sponsor, except with the permission of the Fund or the Sponsor or the designee of either.
4.3    The Fund, Sponsor, Distributor or their designee shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or an Account is named at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten Business Days after receipt of such material.
4.4    The Fund, the Distributor and the Sponsor shall not give any information or make any
representations on behalf of the Company or concerning the Company, each Account, or the Variable Insurance Products other than the information or representations contained in a prospectus for the Variable Insurance Products, as such prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Variable Insurance Product owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5    The Fund will provide to the Company at least one complete copy of all registration
statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, prior to or contemporaneously with the filing of each document with the SEC or other regulatory authorities.
4.6    The Company will provide to the Fund at least one complete copy of all prospectuses,
reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemption, requests for no-action letters, and all amendments to any of the above, in which the Fund or its shares are named, that relate to the Variable Insurance Products or each Account, prior to or contemporaneously with the filing of such document with the SEC or other regulatory authorities.
4.7    The Company and the Fund shall also each promptly inform the other of the results of any
examination by the SEC (or other regulatory authorities) that relates to the Variable Insurance Products, the Fund or its shares, and the party that was the subject of the examination shall provide the other party with a copy of relevant portions of any "deficiency letter" or other correspondence or written report regarding any such examination.
4.8    The Fund and the Sponsor will provide the Company with as much notice as is reasonably
practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the prospectus for any Account. The Fund and the Sponsor will cooperate with the Company so as to enable the Company to solicit voting instructions from owners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus in an orderly manner.
4.9    For purposes of this Article IV, the phrase "sales literature and other promotional material" includes, but is not limited to, sales literature (i.e., any written communication distributed or made generally available to customers, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published articles), educational or training materials or other communications distributed or made generally available to some or all agents or employees.
4.10    Certain Transactions and Restrictions.
(a)The Company agrees that it will provide, not later than five Business Days after receipt of a written request by the Sponsor on behalf of the Fund, the Taxpayer Identification Number of any or all Variable Insurance Product owner(s) and the amount, date, name of investment professional associated with the Variable Insurance Product owner (if any), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange transaction initiated by such Variable Insurance Product owner(s) in an Account investing in the Fund through an account maintained by the Company during the specific period covered by the request. Unless required by applicable law, rule or regulation, the Sponsor and the Fund agree not to use the information received under this Section for marketing or any other purpose not related to (i) limiting or reducing abusive trading in shares issued by the Fund or (ii) collecting purchase or redemption fees (if any).
(b)The Company agrees that it will execute written instructions from the Sponsor on behalf of the Fund, including instructions to restrict or prohibit purchases or exchanges of Fund shares in specific accounts or by or on behalf of specific Variable Insurance Product owners identified by the Fund as having engaged in transactions in Fund shares that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Fund. Any such instructions by the Sponsor shall include the Taxpayer Identification Number or equivalent identifying number of the Variable Insurance Product owner(s) to which the instructions relate and the specific restriction(s) to be executed. The Company agrees that it will execute any such instructions as soon as reasonably practicable, but not later than five Business Days after receipt of the instructions by the Company.
ARTICLE V. Fees and Expenses
5.1    The Fund and Sponsor shall pay no fee or other compensation to the Company under this Agreement. Nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Fund and or to the Accounts.
5.2    All expenses incident to performance by the Fund under this Agreement shall be paid by
the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the fees and expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, all taxes on the issuance or transfer of the Fund's shares.

5.3    The Fund shall bear the expenses of printing, and the Company shall bear the expenses of
distributing, the Fund's prospectus to owners of Variable Insurance Products issued by the Company. The Company shall bear the expenses of distributing the Fund's proxy materials (to the extent such proxy solicitation is required by law) and reports to owners of Variable Insurance Products.
ARTICLE VI. Diversification
6.1    The Fund will at all times invest money from the Variable Insurance Products in such a manner as to ensure that the Variable Insurance Products will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund and the Sponsor represent and warrant that each Portfolio of the Fund will meet the diversification requirements of Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for endowment or life insurance contracts and any amendments or other modifications to such Section or Regulations, as if those requirements applied directly to each such Portfolio. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to adequately diversify, each Portfolio of the Fund so as to achieve compliance within the grace period afforded by Regulation 817-5.
6.2    The Fund and the Sponsor represent that each Portfolio will elect to be qualified as a
Regulated Investment Company under Subchapter M of the Code and they will maintain such qualification (under Subchapter M or any successor or similar provision).

ARTICLE VII.
Indemnification

    7.1    Indemnification by the Company
(a)    The Company agrees to indemnify and hold harmless the Fund and each trustee of
the Board and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, the Sponsor and the Distributor (collectively, the "Indemnified Parties" for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts


paid in settlement with the written consent of the Company) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Variable Insurance Products and:
(i)arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Variable Insurance Products or contained in the contract or policy or sales literature for the Variable Insurance Products (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement or prospectus for the Variable Insurance Products or in the contract or policy sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Insurance Products or the Fund shares; or
(ii)arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or unlawful conduct of the Company or persons under its control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or
(iii)arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or
(iv)result from any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or
(v)arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any material breach of this Agreement by the Company;
as limited by and in accordance with the provisions of Section 7.1(b) and 7.1(c) hereof.
(b)The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Fund, whichever is applicable.
(c)The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on a designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such a party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

(d)The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Variable Insurance Products or the operation of the Fund.
7.2    Indemnification by the Sponsor
(a)    The Sponsor agrees to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933Act (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Variable Insurance Products and:
(i)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Sponsor or Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or
(ii)arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Sponsor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or
(iii)arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or
(iv)result from any failure by the Sponsor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or
(v)arise out of or result from any material breach of any representation and/or warranty made by the Sponsor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Sponsor or the Fund;
as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c) hereof.
(b)The Sponsor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the Accounts, whichever is applicable.
(c)The Sponsor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Sponsor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Sponsor of any such claim shall not relieve the Sponsor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In any case any such action is brought against the Indemnified Parties, the Sponsor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Sponsor to such party of the Sponsor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Sponsor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation.
(d)    The Company agrees promptly to notify the Sponsor of the commencement of any
litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Insurance Products or the operation of each Account.
7.3    Indemnification by the Fund
(a)    The Fund agrees to indemnify and hold harmless the Company, and each of its
directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims damages, liabilities or expenses (or action in respect thereof) or settlements resulting from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and:
(i)arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or
(ii)arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund;
as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c) hereof.
(b)    The Fund shall not be liable under this indemnification provision with respect to
any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable.
(c)    The Fund shall not be liable under this indemnification provision with respect to
any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party or the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party independently in connection with the defense thereof other than reasonable costs of litigation.
(d)    The Company and the Sponsor agree promptly to notify the Fund of the
commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Variable Insurance Products, with respect to the operation of an Account, or the sale or acquisition of shares of the Fund.
7.4    Indemnification by the Distributor
(a)    The Distributor agrees to indemnify and hold harmless the Company and each of
its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Variable Insurance Products and:
(i)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or
(ii)arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or
(iii)arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or
(iv)result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or
(v)arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund;

as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof.
(b)The Distributor shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the Accounts, whichever is applicable.
(c)The Distributor shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation.
(d)The Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Insurance Products or the operation of each account.

ARTICLE VIII. Applicable Law
8.1    This Agreement shall be construed and the provisions hereof interpreted under and in
accordance with the laws of the State of Colorado, without giving effect to its conflicts of law provisions.
8.2    This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the
rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant, and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE IX. Termination
9.1    This Agreement shall continue in full force and effect until the first to occur of:
(a)termination by any party for any reason by sixty (60) days' advance written notice delivered to the other parties; or
(b)termination by the Company by written notice to the Fund and the Sponsor with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Variable Insurance Products; or
(c)termination by the Company by written notice to the Fund and the Sponsor with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Variable Insurance Products issued or to be issued by the Company; or
(d)termination by the Company by written notice to the Fund and the Sponsor with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify (in the event of such termination, the Company shall withdraw all assets allocable to the separate accounts from the Portfolio and shall reinvest such assets in a different investment medium, including, but not limited to, another Portfolio of the Fund); or
(e)termination by the Company by written notice to the Fund and the Sponsor with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements as specified in Article VI hereof (in the event of such termination, the Company shall withdraw all assets allocable to the separate accounts from the Portfolio and shall reinvest such assets in a different investment medium, including, but not limited to, another Portfolio of the Fund); or
(f)termination by the Fund, the Sponsor, or the Distributor by written notice to the Company, if any of the Fund, the Sponsor, or the Distributor shall determine, in its sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse change in its business, operations, or financial condition since the date of this Agreement or is the subject of material adverse publicity; or

(g)termination by the Company by written notice to the Fund and the Sponsor, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund, the Sponsor, or the Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity.

9.2    Notwithstanding any termination of this Agreement, the Fund and the Sponsor shall, at the
option of the Company, continue to make available shares of the Fund pursuant to the terms and conditions of this Agreement, for all Variable Insurance Products in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts.
9.3    The Company shall not redeem Fund shares attributable to the Variable Insurance Products
(as opposed to Fund shares attributable to the Company's assets held in the Accounts) except (a) as necessary to implement Variable Insurance Products owner initiated or approved transactions, or (b) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"). Upon request, the Company will promptly furnish to the Fund and the Sponsor the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Sponsor) to the effect that any redemption pursuant to clause (b) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Variable Insurance Products, the Company shall not prevent owners of Variable Insurance Products from allocating payments to a Portfolio that was otherwise available under the Variable Insurance Products without first giving the Fund or the Sponsor 90 days' notice of its intention to do so.
ARTICLE X. Notices
Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier or facsimile to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:    Vanguard Variable Insurance Fund
P.O. Box 2600
Valley Forge, PA 19482
Attn: Heidi Stam
If to the Sponsor:    The Vanguard Group, Inc,
P.O. Box 2600
Valley Forge, PA 19482 Attn: Heidi Stam
If to the Distributor:    Vanguard Marketing Corporation
P.O. Box 2600
Valley Forge, PA 19482
Attn: Heidi Stam
If to the Company:    Great-West Life & Annuity Insurance Company of New York
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Beverly A. Byrne, SVP, Legal and Chief Compliance Officer


ARTICLE XI. Miscellaneous
11.1     It is understood and stipulated that neither the shareholders of any Portfolio nor the officers
or trustees of the Fund shall be personally liable hereunder.

11.2     Subject to the requirements of the legal process and regulatory authority, each party hereto
shall treat as confidential the names and addresses of the owners of the Variable Insurance Products and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not (unless it has obtained the express written consent of the affected party) disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain.
11.3     The captions in this Agreement are included for convenience of reference only and in no
way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
11.4     This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
11.5     If any provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11.6     Each party hereto shall cooperate with each party and all appropriate governmental
authorities (including without limitation the SEC, the FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
11.7     The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
11.8     This Agreement or any of the rights and obligations hereunder may not be assigned by any
party without the prior written consent of all parties hereto.
11.9 The Company shall furnish, or cause to be furnished, to the Fund or its designee upon request copies of the following reports:
(a)the Company's Annual Financial Statement on Statutory Basis; and
(b)any registration statement, prospectus or other materials distributed in connection with the sale of the Variable Insurance Products to the extent such registration statement, prospectus or other materials reference the Fund.
11.10 This Agreement, including any Schedule hereto, may be amended or modified only by written instrument, executed by duly authorized officers of the parties.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date specified above.


VANGUARD VARIABLE INSURANCE FUND

By: /s/ Heidi Stam                

Name: Heidi Stam                

Title: Secretary                




THE VANGUARD GROUP, INC

By: /s/ Matthew R. Walker            

Name: Matthew R. Walker            

Title: Principal                    


VANGUARD MARKETING CORPORATION

By: /s/ Heidi Stam                

Name: Heidi Stam                

Title: Senior Vice President            


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK

By: /s/ Ron Layendecker            

Name: Ron Layendecker            

Title: Senior Vice President            
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Name of Separate Account

Variable Annuity-1 Series Account

Variable Annuity-2 Series Account

SCHEDULE B
PORTFOLIOS
The following Portfolios of the Vanguard Variable Insurance Funds shall be made available as investments underlying the Variable Insurance Products, subject to the limitations set forth in Section 2.13(c) hereof:
Money Market Portfolio
Total Bond Market Index Portfolio High-Yield Bond Portfolio
Short-Term Investment Grade Portfolio Balanced Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
Small Company Growth Portfolio International Portfolio
Total Stock Market Index Portfolio Capital Growth Portfolio
Conservative Allocation Portfolio
Moderate Allocation Portfolio


EX-10.A 7 gwlany-schwabadvisorchoice.htm EXHIBIT 10.A GWLANY-SchwabAdvisorChoiceVAPEA1ConsentLetter4_10_2015


Carlton Fields Jorden Burt, P.A.
ATTORNEYS AT LAW
1025 Thomas Jefferson Street, NW | Suite 400 East
Washington, DC 20007-5208
202.965.8100 | fax 202.965.8104
www.CFJBLaw.com
Atlanta
Hartford
Miami
New York
Orlando
St. Petersburg
Tallahassee
Tampa
Washington, DC
West Palm Beach


Exhibit 10(a)



April 10, 2015


Great-West Life & Annuity Insurance Company of New York
50 Main Street
9th Floor
White Plains, New York 10606

Re: Variable Annuity-1 Series Account
Post-Effective Amendment No. 1 to Registration Statement on N-4
File Nos. 333-194100 and 811-08183

Ladies and Gentlemen:

We have acted as counsel to Great-West Life & Annuity Insurance Company of New York, a New York corporation, regarding the federal securities laws applicable to the issuance and sale of the contracts described in the above-referenced registration statement. We hereby consent to the reference to our name under the caption “Legal Matters” in the prospectus filed as part of the above-referenced registration statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Carlton Fields Jorden Burt, P.A.

Carlton Fields Jorden Burt, P.A.


100761889.1
EX-10.B 8 a12aconsentn-4sec325ex2xgw.htm EXHIBIT 10.B 12AConsentN-4SEC325Ex2-GWNYAdvisorChoice-Corporate

CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Post-Effective Amendment No. 1 to Registration Statement No. 333-194100 of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York on Form N-4 of our report dated March 31, 2015 on the financial statements Great-West Life & Annuity Insurance Company of New York (which report expresses an unqualified opinion and includes an emphasis-of-matter paragraph referring to the financial statements which have been prepared from separate records maintained by the Company and may not necessarily be indicative of conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company) appearing in the Statement of Additional Information, which is part of the Registration Statement.
We also consent to the references to us as experts under the heading “Independent Registered Public Accounting Firm and Independent Auditors” in the Statement of Additional Information.

/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
April 10, 2015

EX-10.B 9 a12bconsentn-4sec325ex2xgw.htm EXHIBIT 10.B 12BConsentN-4SEC325Ex2-GWNYAdvisorChoice-SA

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Post-Effective Amendment No. 1 to Registration Statement No. 333-194100 of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York on Form N-4 of our report dated April 6, 2015 on the financial statements and financial highlights of each of the investment divisions of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York appearing in the Statement of Additional Information, which is part of the Registration Statement.
We also consent to the references to us as experts under the heading “Independent Registered Public Accounting Firm and Independent Auditors” in the Statement of Additional Information.

/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
April 10, 2015

EX-13 10 poasgwlany04-2015.htm EXHIBIT 13 POAs GWLANY 04-2015



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, Marcia D. Alazraki, a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.


The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ Marcia D. Alazraki
Marcia D. Alazraki
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York












GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, John L. Bernbach, a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.


The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ John L. Bernbach
John L. Bernbach
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York











GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, André Desmarais, a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ André Desmarais
André Desmarais
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York












GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, Paul Desmarais, Jr., a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ Paul Desmarais, Jr.
Paul Desmarais, Jr.
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York












GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, Stuart Z. Katz, a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ Stuart Z. Katz
Stuart Z. Katz
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York












GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, R. Jeffrey Orr, a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ Jeffrey Orr
R. Jeffrey Orr
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York












GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, T. Timothy Ryan, Jr., a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ Timothy Ryan, Jr.
T. Timothy Ryan, Jr.
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York












GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, Jerome J. Selitto, a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ Jerome J. Selitto
Jerome J. Selitto
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York












GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, Brian E. Walsh, a member of the Board of Directors of Great-West Life & Annuity Insurance Company of New York (the “Company”), a New York corporation, do hereby constitute and appoint Richard G. Schultz, Beverly A. Byrne, and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the “Registration Statements,” as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:


Registration Statement Name
Securities Act File Number
COLI VUL-2 Series Account (811-22091)
333-144503
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-08183)
333-147743
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-08183)
333-194044
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-08183)
333-194100
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05961)
333-177070
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05961)
333-189440
Variable Annuity-2 Series Account - Form N-4 Registration Statement to be filed for a Variable Annuity Contract with Guaranteed Lifetime Withdrawal Benefit (811-05961)
 
Form N-4 Registration Statement to be filed for a Variable Longevity Annuity Contract
 
Form N-4 Registration Statements to be filed for Group Variable Annuity Contracts with Guaranteed Lifetime Withdrawal Benefit
 
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above.
 


IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of January, 2015.


/s/ Brian E. Walsh
Brian E. Walsh
Member, Board of Directors
Great-West Life & Annuity Insurance Company of New York




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