0001075796-14-000006.txt : 20140502 0001075796-14-000006.hdr.sgml : 20140502 20140502120040 ACCESSION NUMBER: 0001075796-14-000006 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140502 DATE AS OF CHANGE: 20140502 EFFECTIVENESS DATE: 20140502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLI VUL 2 SERIES ACCOUNT CENTRAL INDEX KEY: 0001075796 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-70963 FILM NUMBER: 14807933 BUSINESS ADDRESS: STREET 1: 8515 EAST ORCHARD RD CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-737-3000 MAIL ADDRESS: STREET 1: 8515 EAST ORCHARD RD STREET 2: 2T3 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 0001075796 S000011535 COLI VUL 2 SERIES ACCOUNT C000031797 COLI VUL 2 SERIES ACCOUNT 497 1 colivul2gwla497cdoc.htm COLI VUL 2 SERIES ACCOUNT (GWLA) COLI VUL-2 GWLA 497c Combined Document
Great-West Life & Annuity Insurance Company
A Stock Company
8515 East Orchard Road
Greenwood Village, Colorado 80111
(303) 737-3000

Executive Benefit VUL II — Prospectus

A Flexible Premium Variable Universal Life Insurance Policy
offered by Great-West Life & Annuity Insurance Company
in connection with its COLI VUL-2 Series Account

This prospectus describes Executive Benefit VUL II, a flexible premium variable universal life insurance policy (the "Policy") offered by Great-West Life & Annuity Insurance Company ("Great-West," "Company, " "we," “our” or "us"). The Policy is designed for use by corporations and employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. The Policy is designed to meet the definition of a "life insurance contract" for federal income tax purposes.
The Policy allows "you," the Owner, within certain limits to:
choose the type and amount of insurance coverage you need and increase or decrease that coverage as your insurance needs change;
choose the amount and timing of Premium payments, within certain limits;
allocate Premium payments among the available investment options and Transfer Account Value among available investment options as your investment objectives change; and
access your Account Value through loans and partial withdrawals or total surrenders.

This prospectus contains important information you should understand before purchasing a Policy, including a description of the material rights and obligations under the Policy. We use certain special terms that are defined in Appendix A. Your Policy and any endorsements are the formal contractual agreement between you and the Company. It is important that you read the Policy and endorsements which reflect other variations. You should keep this prospectus on file for future reference.

The Policy that we are currently issuing became available on May 1, 2011. Policies issued before May 1, 2011 are described in a separate prospectus.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.


The date of this prospectus is May 1, 2014



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Table of Contents

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

3


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    

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Summary of the Policy and its Benefits

This is a summary of some of the most important features of your Policy. The Policy is more fully described in the remainder of this prospectus. Please read this prospectus carefully. Unless otherwise indicated, the description of the Policy in this prospectus assumes that the Policy is in force, there is no Policy Debt and current federal tax laws apply.

1. Corporate-Owned Variable Life Insurance. We will issue Policies to corporations and employers and to certain individuals to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. We will issue Policies on the lives of prospective Insureds who meet our underwriting standards.

2. The Series Account. We have established a separate account to fund the variable benefits under the Policy. The assets of the Series Account are insulated from the claims of our general creditors.

3. Premium Payments. You must pay us an Initial Premium to put your Policy in force. The minimum Initial Premium will vary based on various factors, including the age of the Insured and the death benefits option you select, but may not be less than $100.00. Thereafter, you choose the amount and timing of Premium payments, within certain limits.

4. Fixed Account. You may allocate some or all of your net payments and/or make Transfers from the Sub-Accounts to the Fixed Account. The Fixed Account is part of our General Account. We own the assets in the General Account, and we use these assets to support our insurance and annuity obligations other than those funded by our separate accounts. These Fixed Account assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over investment of the Fixed Account assets. We bear the full investment risk for all amounts allocated or transferred to the Fixed Account.

We guarantee that the amounts allocated to the Fixed Account will be credited interest at a net effective annual interest rate of at least the minimum interest rate indicated in your Policy. At our discretion, we will review the interest rate at least once a year. We may reset the interest rate monthly. The Fixed Account is not affected by the investment performance of the Sub-Accounts. Policy value in the Fixed Account will be reduced by the Policy fees and charges we deduct and the effects of any Policy transactions (loans, withdrawals, and Transfers) on your Policy value in the Fixed Account.

5. Free Look Period. You may return your Policy to us for any reason within ten days of receiving it, or such longer period as required by applicable state law (in some states, up to 30 days for replacement policies), and depending on state law, receive (i) the greater of your Premiums, less any withdrawals, or your Account Value, or (ii) your Account Value plus the return of any expense charges deducted. The money you contribute to the Policy will be invested at your direction, except that in some states during your free look period your Premiums will be allocated to the Great-West Money Market Division.

6. Investment Options and Funds. You may allocate your net Premium payments among the available investment divisions ("Divisions") or the Fixed Account.

Each Division invests exclusively in shares of a single Fund. Each Fund has its own distinct investment objective and policies, which are described in the accompanying prospectuses for the Funds.

You may Transfer amounts from one Division to another or the Fixed Account, subject to the restrictions described herein.

7. Death Benefit. You may choose from among two death benefit options –
1.
a fixed benefit equal to the Total Face Amount of your Policy; or
2.
a variable benefit equal to the sum of the Total Face Amount and your Account Value.

For each option, the death benefit may be greater if necessary to satisfy federal tax law requirements.


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We will deduct any outstanding Policy Debt and unpaid Policy charges before we pay a death benefit. In addition, prior partial withdrawals may reduce the Death Benefit Proceeds under the first option.

At any time, you may increase or decrease the Total Face Amount, subject to our approval and other requirements set forth in the Policy.

After the first Policy Year, you may change your death benefit option once each Policy Year.

8. Account Value. Your Account Value will reflect –
1.
the Premiums you pay;
2.
the investment performance of the Divisions you select;
3.
the value of the Fixed Account.
4.
any Policy loans or partial withdrawals;
5.
your Loan Account balance; and
6.
the charges we deduct under the Policy.

9. Accessing Your Account Value. You may borrow from us using your Account Value as collateral. Loans may be treated as taxable income if your Policy is a "modified endowment contract" (“MEC”) for federal income tax purposes and you have had positive net investment performance.

There are no surrender charges associated with your Policy. You may surrender your Policy for its Cash Surrender Value plus return of expense charge, if applicable. The return of expense charge is a percentage of your Account Value and is described in greater detail on page 22.

You may withdraw a portion of your Account Value at any time while your Policy is in force.

A withdrawal may reduce your death benefit.

We will charge an administrative fee not greater than $25 per withdrawal on partial withdrawals after the first in a Policy Year.

10. Supplemental Benefits. The following optional riders are available –
1.
term life insurance; and
2.
change of Insured (not available to individual Owners).

We will deduct the cost, if any, of the rider(s) from your Account Value on a monthly basis.

11. Paid-Up Life Insurance. If the Insured reaches Attained Age 121 and your Policy is in force, the Account Value, less Policy Debt, will be applied as a single Premium to purchase "paid-up" insurance. "Paid-up" insurance is a policy where all premiums have been paid and there are no additional premiums due. Your Account Value will remain in the Series Account allocated to the Divisions or the Fixed Account in accordance with your instructions. The death benefit under this paid-up insurance will be fixed by the Internal Revenue Code of 1986, as amended (“Code”) for Insureds age 99. As your Account Value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly.

12. Reinstatement. If your Policy terminates due to insufficient value, we will reinstate it within three years at your Request, subject to certain conditions.

13. Surrenders. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate.

If you withdraw part of the Cash Surrender Value, your Policy’s death benefit may be reduced and you may incur taxes and tax penalties.


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14. Partial Withdrawal. You may Request a partial withdrawal of Account Value at any time while the Policy is in force. The amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account.

The Death Benefit Proceeds and your Account Value will be reduced by the amount of any partial withdrawals.

15. Policy Loans. You may borrow from us using your Account Value as collateral. You may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made.

The minimum Policy loan amount is $500.

16. Changes in Total Face Amount. You may increase or decrease the Total Face Amount of your Policy at any time. Each increase or decrease in the Total Face Amount must be at least $25,000. Minimum face amount is $100,000.

17. Target Premium. Your target Premium is actuarially determined and will depend on the initial Total Face Amount of your Policy, your Issue Age, your sex (except in unisex states), and rating class (if any) and equals the maximum Premium payable such that the Policy remains compliant with the Code. The target Premium is used to determine your expense charged applied to the Premium and the sales compensation we pay. Payment of the target premium does not guarantee that your Policy will not lapse, and you may need to pay additional Premiums to keep your Policy in force. Each increase to the Total Face Amount is considered to be a new segment to the Policy. Each segment will have a separate target Premium associated with it.

18. State Variations. Policies issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. These differences include, among other things, free look rights, issue age limitations, and the general availability of riders. This prospectus describes the material rights and obligations of an Owner, and the maximum fees and charges for all Policy features and benefits are set forth in the fee table of this prospectus. See your policy for specific variations because any such state variations will be included in your policy or in riders or endorsements attached to your policy. See your agent or contact us for specific information that is applicable to your state.

Policy Risks

1. Account Value Not Guaranteed. Your Account Value is not guaranteed. Your Account Value fluctuates based on the performance of the investment options you select. The investment options you select may not perform to your expectations. Your Account Value may also be affected by charges under your Policy.

2. Not Suitable as Short-Term Savings Vehicle. The Policy is designed for long-term financial planning. Accordingly, you should not purchase the Policy if you need access to the Account Value within a short time. Before purchasing a Policy, consider whether the long-term nature of the Policy is consistent with the purposes for which it is being considered.

3. Risk of Contract Lapse. Your Policy may terminate if your Account Value at the beginning of any Policy Month is insufficient to pay the Policy’s monthly charges.

If your Policy would terminate due to insufficient value, we will send you notice and allow you a 61-day grace period.

If, within the grace period, you do not make a Premium payment sufficient to cover all accrued and unpaid charges and deductions, your Policy will terminate at the end of the grace period without further notice.

4. Limitations on Withdrawals. Partial withdrawals of Account Value are permitted at any time the Policy is in force. As noted above, the amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account. A maximum administrative fee of $25 will be deducted from your Account Value for all partial withdrawals after the first made in the same Policy Year. Please note that withdrawals reduce your Account Value and your Death Benefit Proceeds. In addition, withdrawals may have tax consequences.


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5. Limitations on Transfers. Subject to our rules as they may exist from time to time, you may at any time Transfer to another Division all or a portion of the Account Value allocated to a Division. In addition, we do not intend to enforce the restrictions on Transfers set forth in your Policy except in cases of identified market timing unless the Sub-Account has additional restrictions that are noted in the respective Fund’s prospectus. See “Market Timing & Excessive Trading” on page 26. Certain limitations apply to Transfers into and out of the Fixed Account. See "Fixed Account Transfers" on page 26.

6. Limitations or Charges on Surrender of Policy. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. Upon surrender of your Policy, the insurance coverage and all other benefits under the Policy will terminate.

There are no surrender charges associated with your Policy. However, the surrender of your Policy may have tax consequences.

7. Risks of Taking a Policy Loan. As noted above, you may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made. The minimum Policy loan amount is $500.

Taking a Policy loan may increase the risk that your Policy will lapse, will reduce your Account Value, and may reduce the death benefit. In addition, if your Policy is a MEC for tax purposes, taking a Policy loan may have tax consequences.

8. Adverse Tax Consequences. Your Policy is structured to meet the definition of a life insurance contract under the Code. Current federal tax law generally excludes all death benefits from the gross income of the Beneficiary of a life insurance policy. Generally, you are not taxed on any increase in the Account Value until it is withdrawn, but are taxed on surrender proceeds and the proceeds of any partial withdrawals if those amounts, when added to all previous non-taxable distributions, exceed the total Premium paid. Amounts received upon surrender or withdrawals in excess of Premiums are treated as ordinary income.

Under certain circumstances, a Policy may become a MEC for federal tax purposes. This may occur if you reduce the Total Face Amount of your Policy or pay excessive Premiums. We will monitor your Premium payments and other Policy transactions and notify you if a payment or other transaction might cause your Policy to become a MEC without your written permission. We will not invest any Premium or portion of a Premium that would cause your Policy to become a MEC, but instead will promptly refund the money to you. If you elect to have a MEC contract, you can return the money to us with a signed form of acceptance.

Under current tax law, Death Benefit Proceeds under MECs generally are excluded from the gross income of the Beneficiary. Withdrawals and Policy loans, however, are treated first as income, to the extent of any gain, and then as a return of Premium. The income portion of the distribution is includable in your taxable income and taxed at ordinary income tax rates. A 10% penalty tax is also generally imposed on the taxable portion of any amount received before age 59 ½.

9. General Account Risk. Great-West's general obligations and any guaranteed benefits under the Policy are supported by our General Account (and not by the Series Account) and are subject to Great-West's claims-paying ability. An Owner should look to the financial strength of Great-West for its claims-paying ability. Assets in the General Account are not segregated for the exclusive benefit of any particular Policy or obligation. General Account assets are also available to Great-West's general creditors and the conduct of our routine business activities, such as the payment of salaries, rent and other ordinary business expenses. For more information about Great-West's financial strength, you may review our financial statements and/or check our current rating with one or more of the independent sources that rate insurance companies for their financial strength and stability. Such ratings are subject to change and have no bearing on the performance of the Funds.

Fund Risks

The Policy currently offers several variable investment options, each of which is a Division of the Series Account. Each Division uses its assets to purchase, at their net asset value, shares of a Fund. The Divisions are referred to as “variable” because their investment experience depends upon the investment experience of the Funds in which they

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invest.

We do not guarantee that the Funds will meet their investment objectives. Your Account Value may increase or decrease in value depending on the investment performance of the Funds. You bear the risk that those Funds may not meet their investment objectives. A comprehensive discussion of the risks of each Fund may be found in each Fund’s prospectus, including detailed information concerning investment objectives, strategies, and their investment risk. You may obtain a copy of the Fund prospectuses without charge by contacting us at 888-353-2654. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the Fund's prospectus.

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Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Policy. The first table describes the fees and expenses that you will pay at the time that you buy the Policy, surrender the Policy, or Transfer cash value between investment options.


Transaction Fees

Charge
When Charge is Deducted
Amount Deducted
Maximum Expense Charge Imposed on Premium*
Upon each Premium payment
Maximum: 10% of Premium

Current: 6.0%

Sales Load**
Upon each Premium Payment.
Maximum: 6.5% of Premium

Current: 2.5% of Premium up to target and 1.0% of Premium in excess of target
Premium Tax**

Upon each Premium payment
Maximum: 3.5% of Premium
Partial Withdrawal Fee
Upon partial withdrawal
Maximum: $25 deducted from Account Value for all partial withdrawals after the first made in the same Policy Year.

Change of Death Benefit Option Fee
Upon change of option
Maximum: $100 deducted from Account Value for each change of death benefit option.

Transfer Fee
At time of Transfer for all Transfers in excess of 12 made in the same Policy Year

Maximum: $10/Transfer
Loan Interest
Upon issuance of Policy loan
Maximum: the Moody’s Corporate Bond Yield Average – Monthly Average Corporates

* The Expense Charge consists of the Sales Load plus the Premium Tax.
** The Sales Load and Premium Tax comprise (and are not in addition to) the Expense Charge.

The next table describes the fees and expenses that you will pay periodically during the time that you own the Policy, not including Fund fees and expenses.

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Periodic Charges Other Than Fund Operating Expenses
Charge
When Charge is Deducted
Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)

 
 
Minimum & Maximum Cost of Insurance Charge

Monthly
Guaranteed:
Minimum: $0.02 per $1000.
Maximum: $83.33 per $1000.

Cost of Insurance Charge for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)

Monthly
Guaranteed:

$0.21 per $1000.


Mortality and Expense Risk Charge
Monthly
Guaranteed: 0.90% (of average daily net assets) annually.

Current: 0.50% for Policy Years 1-20, and 0.10% thereafter.


Service Charge


Monthly
Maximum: $15/month

Current: $10.00/month, Policy Years 1-3 and $7.50/month, Policy Years 4+


Supplemental Benefit Charges

Currently, we are offering the following supplemental optional riders. The charges for the rider you select are deducted monthly from your Account Value as part of the Monthly Deduction described on page  of this prospectus. The benefits provided under each rider are summarized in “Other Provisions and Benefits” beginning on page 31 below.

Change of Insured Rider*
Upon change of Insured
Minimum: $100 per change.
Maximum: $400 per change.
Change of Insured Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)*

 
$400 per change.
Term Life Insurance Rider
Monthly
Guaranteed:
Minimum COI: $0.02 per $1000.

Maximum COI: $83.33 per $1000.

Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)
Monthly
Guaranteed:

$0.21 per $1000.
*/ Not available for individual Owners.

The next table shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the time that you own the Policy. More detail concerning each Fund’s fee and expenses is contained in the prospectus for each Fund.


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Total Annual Fund Operating Expenses1 
(Expenses that are deducted from Fund assets, including management fees,
distribution and/or service (12b-1) fees, and other expenses)

 
Minimum
Maximum

Total Annual Fund Operating

.29%
1.87%





THE ABOVE EXPENSES FOR THE FUNDS WERE PROVIDED BY THE FUNDS, WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

1 Expenses are shown as a percentage of a Fund's average net assets as of December 31, 2013. The expenses above include fees and expenses incurred indirectly by the Great-West Profile Funds and the Great-West Lifetime Funds as a result of investing in shares of acquired funds, if any. The range of expenses above does not show the effect of any fee waiver or expense reimbursement arrangements. The advisers and/or other service providers of certain Funds have agreed to waive their fees and/or reimburse the Funds’ expenses in order to keep the expenses below specified limits. In some cases, these expense limitations may be contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. Please see the prospectus for each Fund for information regarding the expenses for each Fund, including fee reduction and/or expense reimbursement arrangements, if applicable. The management fees and other expenses of the Funds are more fully described in the Fund prospectuses.


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Description of Depositor, Registrant, and Funds


Great-West Life & Annuity Insurance Company

Great-West is a stock life insurance company organized under the laws of the state of Colorado. Our offices are located at 8515 East Orchard Road, Greenwood Village, Colorado 80111.

We are authorized to do business in 49 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands and Guam. We issue individual and group life insurance policies and annuity contracts and accident and health insurance policies.

Great-West 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 Series Account

The Series Account is a segregated asset account of Great-West. We use the Series Account to fund benefits payable under the Policy. The Series Account may also be used to fund benefits payable under other life insurance policies issued by us.

We own the assets of the Series Account, which we hold separate and apart from our General Account assets. The income, gains or losses, realized or unrealized, from assets allocated to the Series Account are credited to or charged against the Series Account without regard to our other income, gains or losses. The income, gains, and losses credited to, or charged against, the Series Account reflect the Series Account’s own investment experience and not the investment experience of Great-West’s other assets. The assets of the Series Account may not be used to pay any liabilities of Great-West other than those arising from the Policies (and any other life insurance policies issued by us and funded by the Series Account).

In calculating our corporate income tax liability, we derive certain corporate income tax benefits associated with the investment of company assets, including Series Account assets that are treated as company assets under applicable income tax law. These benefits, which reduce our overall corporate income tax liability may include dividends received deductions and foreign tax credits which can be material. We do not pass these benefits through to the Series Account or our other separate accounts, principally because: (i) the great bulk of the benefits results from the dividends received deduction, which involves no reduction in the dollar amount of dividends that the Series Account receives; and (ii) under applicable income tax law, Owners are not the owners of the assets generating the benefits.

Great-West is obligated to pay all amounts promised to Owners under the Policies (and any other life insurance policies issued by us and funded by the Series Account).

We will at all times maintain assets in the Series Account with a total market value at least equal to the reserves and other liabilities relating to the variable benefits under all policies participating in the Series Account.

The Series Account is divided into Divisions. Each Division invests exclusively in shares of a corresponding Fund. We may in the future add new or delete existing Divisions. The income, gains or losses, realized or unrealized, from assets allocated to each Division are credited to or charged against that Division without regard to the other income, gains or losses of the other Divisions.

All amounts allocated to a Division will be used to purchase shares of the corresponding Fund. The Divisions will at all times be fully invested in Fund shares. We maintain records of all purchases and redemptions of shares of the Funds.


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The Investment Options and Funds
The Policy offers a number of Divisions or Sub-Accounts. Each Division invests in a single Fund. Each Fund is a mutual fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”), or a separate series of shares of such a mutual fund. More comprehensive information, including a discussion of potential risks, is found in the current prospectuses for the Funds. The fund prospectuses should be read in connection with this prospectus. YOU MAY OBTAIN A PROSPECTUS AND, IF AVAILABLE, A FUND SUMMARY, CONTAINING COMPLETE INFORMATION ON EACH FUND, WITHOUT CHARGE, UPON REQUEST BY CONTACTING US AT 888-353-2654. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the Fund's prospectus.

Each Fund holds its assets separate from the assets of the other Funds, and each Fund has its own distinct investment objective and policies. Each Fund operates as a separate investment fund, and the income, gains and losses of one Fund generally have no effect on the investment performance of any other Fund.

The Funds are NOT available to the general public directly. The Funds are available as investment options in variable life insurance policies or variable annuity contracts issued by life insurance companies or, in some cases, through participation in certain qualified pension or retirement plans.

Some of the Funds have been established by investment advisers that manage publicly available mutual funds having similar names and investment objectives. While some of the Funds may be similar to, and may in fact be modeled after publicly available mutual funds, the Funds are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and any similarly named Fund may differ substantially.

Payments We Receive. Some of the Funds’ investment advisers or affiliates may compensate us for providing the administrative, recordkeeping and reporting services they would normally be required to provide for individual shareholders or cost savings experienced by the investment advisers or affiliates of the Funds. Such compensation is typically a percentage of Series Account assets invested in the relevant Fund and generally may range up to 0.35% of net assets. GWFS Equities, Inc. (“GWFS”), a broker-dealer and subsidiary of Great-West and the principal underwriter and distributor of the Policy, may also receive Rule 12b-1 fees (ranging up to 0.25%) directly from certain Funds for providing distribution related services related to shares of Funds offered in connection with a Rule 12b-1 plan. If GWFS receives 12b-1 fees, combined compensation for administrative and distribution related services generally ranges up to 0.60% annually of Series Account assets invested in a Fund.

If you purchased the Policy through a broker-dealer or other financial intermediary (such as a bank), the Funds and their related companies may pay the intermediary for services provided with regard to the sale of Fund shares to the Divisions under the Policy. The amount and/or structure of the compensation can possibly create conflict of interest as it may influence the broker-dealer or other intermediary and your salesperson to present this Policy (and certain Divisions under the Policy) over other investment alternatives. The variations in compensation, however, may also reflect differences in sales effort or ongoing customer services expected of the broker-dealer or other intermediary or your salesperson. You may ask your salesperson about variations and how he or she and his or her broker-dealer are compensated for selling the Policy or visit your financial intermediary's Web site for more information.

Payments We Make. In addition to the direct cash compensation described above for sales of the Policies, Great-West and/or its affiliates may also pay GWFS agents additional cash and non-cash incentives to promote the sale of the Policies and other products distributed by GWFS, including Funds of Great-West Funds, Inc., which are available Funds under the Policies. Great-West and/or its affiliates may sponsor various contests and promotions subject to applicable FINRA regulations in which GWFS agents may receive prizes such as travel awards, merchandise and cash. Subject to applicable FINRA regulations, Great-West and/or its affiliates may also pay for travel expenses, meals, lodging and entertainment of salespersons in connection with educational and sales promotional programs and sponsor speakers, educational seminars and charitable events.


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Cash incentive payments may vary depending on the arrangement in place at any particular time. Cash incentives payable to GWFS agents may be based on certain performance measurements, including a percentage of the net amount invested in certain Funds available under the Policy. These additional payments could be viewed as creating conflicts of interest. In some cases, the payment of incentive-based compensation may create a financial incentive for a GWFS agent to recommend or sell the Policy instead of other products or recommend certain Funds under the Policy over other Funds, which may not necessarily be to your benefit.

Closed Divisions.

Effective April 30, 2013, the Great-West Invesco ADR Fund was merged into the Great-West MFS International Value Fund.

Effective May 1, 2013, the Division investing in the following Fund was closed to new Owners: Invesco VI Global Health Care Fund. Owners with amounts invested in this Fund as of May 1, 2013, may continue to allocate premium payments and Transfer amounts into and out of this Division.

Effective May 1, 2014, the Divisions investing in the following Funds were closed to new Owners: Columbia VP Small Cap Value Fund and Putnam VT Global Health Care Fund. Owners with amounts invested in these Funds as of May 1, 2014, may continue to allocate premium payments and Transfer amounts into and out of these Divisions.

Fund Investment Objectives. The investment objectives of the Funds are briefly described below:

Alger Portfolios (advised by Fred Alger Management, Inc.)

Alger Small Cap Growth Portfolio (Class I-2 Shares) The Fund seeks long-term capitalization.

American Century Variable Portfolios, Inc. (advised by American Century Investment Management, Inc.)

American Century Investments VP Value Fund (Class I Shares) The Fund seeks long-term capital growth. Income is a secondary objective.

American Century Investments VP VistaSM Fund (Class I Shares) The Fund seeks long-term capital growth.

American Funds Insurance Series (advised by Capital Research and Management Company)

American Funds IS Growth Fund (Class 2 Shares) The Fund’s investment objective is to provide growth of capital.

American Funds IS Global Small Capitalization Fund (Class 2 Shares) The Fund’s investment objective is to provide long-term growth of capital.

American Funds IS International Fund (Class 2 Shares) The Fund’s investment objective is to provide long-term growth of capital.

American Funds IS New World Fund (Class 2 Shares) The Fund’s investment objective is long-term capital appreciation.
Columbia Variable Portfolio (advised by Columbia Management Advisers, LLC)

Small Cap Value Fund (Class 1 Shares) The Fund seeks long-term capital appreciation. Effective May 1, 2014, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2014, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Davis Variable Account Fund, Inc. (advised by Davis Selected Advisors, L.P.)

Davis Financial Fund The Fund’s investment objective is long-term growth of capital.

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Davis Value Fund The Fund’s investment objective is long-term growth of capital.

Delaware VIP Trust (advised by Delaware Management Company)

Delaware VIP Small Cap Value Series (Service Shares) The Fund seeks capital appreciation.

Dreyfus Stock Index Fund (advised by The Dreyfus Corporation)

Dreyfus Stock Index Fund (Initial Shares) The Fund seeks to match the total return of the Standard & Poor's 500 Composite Stock Price Index.

Dreyfus Variable Investment Fund (advised by The Dreyfus Corporation of New York, New York)

Dreyfus VIF International Equity Portfolio (Initial Shares) The Fund seeks capital growth. Newton Capital Management Limited is the sub-adviser to this Fund.

DWS (advised by Deutsche Investment Management Americas Inc.)

DWS Variable Series II: DWS Alternative Asset Allocation VIP (Class A Shares) The Fund seeks capital appreciation. RREEF America L.L.C. is the subadviser for the Fund.

DWS Variable Series II: DWS Core Equity VIP (Class A Shares) The Fund seeks long-term growth of capital, current income and growth of income.

DWS Variable Series II: DWS Small Mid Cap VIP (Class A Shares) The Fund seeks long-term capital appreciation. Dreman Value Management L.L.C. is the subadviser for the Fund.

DWS Variable Series I: DWS Global Small Cap VIP (Class A Shares) (formerly known as DWS Global Small Cap Growth VIP) The Fund seeks above-average capital appreciation over the long term.

DWS Variable Series II: DWS High Income VIP (Class A Shares) The Fund seeks to provide a high level of current income.

DWS Investments VIT Funds: DWS Small Cap Index VIP (Class A Shares) The Fund seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000® Index, which emphasizes stocks of small US companies. Northern Trust Investments, N.A. is the sub-adviser for the Fund.

Fidelity Variable Insurance Products (VIP) Fund (advised by Fidelity Management & Research Company)

Fidelity VIP Contrafund® Portfolio (Service Class 2 Shares) The Fund seeks long-term capital appreciation. FMR Co., Inc. and other investment advisers serve as sub-advisers for the Fund.

Fidelity VIP Mid Cap Portfolio (Service Class 2 Shares) The Fund seeks long-term growth of capital. FMR Co., Inc. and other investment advisers serve as sub-advisers for the Fund.

Goldman Sachs Variable Investment Trust (advised by Goldman Sachs Asset Management)

Goldman Sachs Mid Cap Value Fund (Institutional Class Shares) The Fund seeks long-term capital appreciation.

Great-West Funds, Inc. (advised by Great-West Capital Management, LLC, a wholly owned subsidiary of Great-West)

Great-West Ariel Mid Cap Value Fund The Fund seeks long-term capital appreciation.

Great-West Bond Index Fund The Fund seeks results that track the total return of the fixed income securities

16


that comprise the Barclays Capital Aggregate Bond Index.

Great-West Federated Bond Fund The Fund seeks to provide total return, consisting of two components: (1) changes in the market value of its portfolio holdings (both realized and unrealized appreciation); and (2) income received from its portfolio holdings.



Great-West International Index Fund The Fund seeks investment results, before fees and expenses, that track the total return of the common stocks that comprise the MSCI EAFE (Europe, Australasia, Far East) Index.

Great-West Loomis Sayles Bond Fund The Fund seeks high total investment return through a combination of current income and capital appreciation. Loomis, Sayles & Company, L.P. is the sub-adviser to this Fund.

Great-West Loomis Sayles Small Cap Value Fund The Fund seeks long-term capital growth. Loomis, Sayles & Company, L.P. is the sub-adviser to this Fund.

Great-West MFS International Value Fund The Fund seeks long-term capital growth. Massachusetts Financial Service Company is the sub-adviser to this Fund.

Great-West Money Market Fund The Fund seeks as high a level of current income as is consistent with the preservation of capital and liquidity.

Investment in the Great-West Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in this Fund.

Great-West Multi-Manager Large Cap Growth Fund The Fund seeks long-term growth of capital. Pioneer Investment Management, Inc. and J.P. Morgan Investment Management, Inc. are the sub-advisers to the Fund.

Great-West Real Estate Index Fund The Fund seeks investment results, before fees and expenses, that track the total return of a benchmark index that measures the performance of publicly traded equity real estate investment trusts.

Great-West S&P MidCap 400® Index Fund The Fund seeks investment results, before fees and expenses, that track the total return of the common stocks that comprise the Standard & Poor’s MidCap 400® Index.

Great-West Short Duration Bond Fund The Fund seeks maximum total return that is consistent with preservation of capital and liquidity.

Great-West T. Rowe Price Equity Income Fund The Fund seeks substantial dividend income and also long-term capital appreciation. T. Rowe Price Associates, Inc. is the sub-adviser to this Fund.

Great-West T. Rowe Price Mid Cap Growth Fund The Fund seeks long-term capital appreciation. T. Rowe Price Associates, Inc. is the sub-adviser to this Fund.

Great-West Templeton Global Bond Fund The Fund seeks current income with capital appreciation and growth of income. Franklin Advisers, Inc. is the sub-advisor to this Fund.

Great-West U.S. Government Mortgage Securities Fund The Fund seeks the highest level of return consistent with preservation of capital and substantial credit protection.

Great-West Profile I Funds

Each of the following five Profile Funds seeks to provide an asset allocation program designed to meet certain investment goals based on an investor’s risk tolerance, investment time horizon and personal objectives.

17



Great-West Aggressive Profile I Fund seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, that emphasize equity investments.

Great-West Moderately Aggressive Profile I Fund seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, that emphasize equity investments and, to a lesser degree, fixed income securities.

Great-West Moderate Profile I Fund seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, with a relatively equal emphasis on equity and fixed income investments.

Great-West Moderately Conservative Profile I Fund seeks capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, that emphasize fixed income investments, and, to a lesser degree, equity investments.

Great-West Conservative Profile I Fund seeks capital preservation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, that emphasize fixed income investments.

Great-West Lifetime Funds

Great-West Lifetime 2015 Fund II -Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2015, the investment objective is to seek income and, secondarily, capital growth.

Great-West Lifetime 2025 Fund II - Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2025, the investment objective is to seek income and, secondarily, capital growth.

Great-West Lifetime 2035 Fund II - Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2035, the investment objective is to seek income and, secondarily, capital growth.

Great-West Lifetime 2045 Fund II - Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2045, the investment objective is to seek income and, secondarily, capital growth.

Great-West Lifetime 2055 Fund II - Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2055, the investment objective is to seek income and, secondarily, capital growth.

Invesco Variable Insurance Funds (advised by Invesco Advisors, Inc.)

Invesco V.I. Global Real Estate Fund (Series I Shares) The Fund’s investment objective is total return through growth of capital and current income. Invesco Asset Management Limited is the sub-adviser for this Fund.

Invesco V.I. International Growth Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital.

Invesco V.I. Mid Cap Core Equity Fund (Series I Shares) The Fund's objective is long-term growth of capital.

Janus Aspen Series (advised by Janus Capital Management, LLC)

Janus Aspen Balanced Portfolio (Institutional Shares) The Fund seeks long-term growth of capital consistent

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with preservation of capital and balanced by current income.

Janus Aspen Flexible Bond Portfolio (Institutional Shares) The Fund seeks to obtain maximum total return consistent with the preservation of capital.

Janus Aspen Forty Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Global Technology Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Overseas Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Neuberger Berman Advisers Management Trust (advised by Neuberger Berman Management Incorporated)

Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio (Class I Shares) The Fund seeks growth of capital.

Neuberger Berman AMT Socially Responsive Portfolio (Class I Shares) The Fund seeks long-term growth of capital.

PIMCO Variable Insurance Trust (advised by Pacific Investment Management Company, LLC)

PIMCO VIT High Yield Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Low Duration Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Real Return Portfolio (Administrative Shares) The Fund seeks maximum real return, consistent with preservation of real capital and prudent investment management.

PIMCO VIT Total Return Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

Putnam Variable Trust (advised by Putnam Investment Management, LLC)

Putnam VT Equity Income Fund (Class IA Shares) The Fund seeks capital growth and current income.

Putnam VT Global Health Care Fund (Class IA Shares) The Fund seeks capital appreciation. Effective May 1, 2014, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2014, may continue to allocate Premium payments and Transfer amounts into and out of this Divisions.

Putnam VT High Yield Fund (Class IA Shares) The Fund seeks high current income. Capital growth is a secondary goal when consistent with achieving high current income.

Putnam VT International Growth Fund Class (IA Shares) The Fund seeks long-term capital appreciation.
  
Putnam VT Multi-Cap Value Fund (Class IA Shares) (formerly known as Putnam VT MidCap Value Fund) The Fund seeks capital appreciation and, as a secondary objective, current income.

Royce Capital Fund (advised by Royce & Associates, LLC)

Royce Micro-Cap Portfolio (Service Class Shares) The Fund’s investment goal is long-term growth of capital.

Royce Small-Cap Portfolio (Service Class Shares) The Fund’s investment goal is long-term growth of capital.


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T. Rowe Price Variable Insurance Portfolio (advised by T. Rowe Price Associates, Inc.)
T. Rowe Price Health Sciences Portfolio - Class II Shares The Fund seeks long-term capital appreciation.

Van Eck Worldwide Insurance Trust (advised by Van Eck Associates Corporation)

Van Eck VIP Global Hard Assets (Initial Class Shares) The Fund seeks long term capital appreciation by primarily investing in hard asset securities. Income is a secondary consideration.

You should contact your representative for further information on the availability of the Divisions.

Each Fund is subject to certain investment restrictions and policies that may not be changed without the approval of a majority of the shareholders of the Fund. See the Fund prospectuses for further information.

We automatically reinvest all dividends and capital gain distributions from the Funds in shares of the distributing Fund at their net asset value. The income and realized and unrealized gains or losses on the assets of each Division are separate and are credited to, or charged against, the particular Division without regard to income, gains or losses from any other Division or from any other part of our business. We will use amounts you allocate to a Division to purchase shares in the corresponding Fund and will redeem shares in the Funds to meet Policy obligations or make adjustments in reserves. The Funds are required to redeem their shares at net asset value and to make payment within seven days.

The Funds may also be available to separate accounts offering variable annuity, variable life products and qualified plans of other affiliated and unaffiliated insurance companies, as well as our other separate accounts. Although we do not anticipate any disadvantages to this, there is a possibility that a material conflict may arise between the interests of the Series Account and one or more of the other separate accounts participating in the Funds. A conflict may occur due to a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of Owners and those of other companies, or some other reason. In the event of conflict, we will take any steps necessary to protect Owners, including withdrawal of the Series Account from participation in the Funds that are involved in the conflict or substitution of shares of other Funds.

Voting. We are the legal owner of all shares of the Funds held in the Divisions of the Series Account. In general, you do not have a direct right to vote the Fund shares held in the Divisions of the Series Account. However, under current law, you are entitled to give us instructions on how to vote the shares held in the Divisions. At regular and special shareholder meetings, we will vote the shares held in the Divisions in accordance with those instructions received from Owners who have an interest in the respective Divisions.

We will vote shares held in each Division for which no timely instructions from Owners are received, together with shares not attributable to a Policy, in the same proportion as those shares in that Division for which instructions are received.

The number of shares in each Division for which instructions may be given by an Owner is determined by dividing the portion of the Account Value derived from participation in that Division, if any, by the value of one share of the corresponding Fund. We will determine the number as of the record date chosen by the Fund. Fractional votes are counted. Voting instructions will be solicited in writing at least 14 days prior to the shareholders' meeting.

We may, if required by state insurance regulators, disregard voting instructions if those instructions would require shares to be voted so as to cause a change in the sub-classification or investment policies of one or more of the Funds, or to approve or disapprove an investment management contract. In addition, we may disregard voting instructions that would require changes in the investment policies or investment adviser, provided that we reasonably disapprove of those changes in accordance with applicable federal regulations. If we disregard voting instructions, we will advise you of that action and our reasons for it in our next communication to Owners.

This description reflects our current view of applicable federal securities law. Should the applicable federal securities laws change so as to permit us to vote shares held in the Series Account in our own right, we may elect to do so.

Fixed Account

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The Fixed Account is part of our General Account. We have absolute ownership of the assets in the Fixed Account. Except as limited by law, we have sole control over the investment of the General Account assets. You do not share in the investment experience of the General Account, but are allowed to allocate and transfer Account Value into the Fixed Account. We assume the risk of investment gain or loss on this amount. All assets in the General Account are subject to our general liabilities from business operations. The Fixed Account does not participate in the investment performance of the Sub-Accounts.

The Fixed Account is not registered with the SEC under the Securities Act of 1933. Neither the Fixed Account nor the General Account have been registered as an investment company under the 1940 Act. As a result, neither the Fixed Account nor the General Account are generally subject to regulation under either Act. However, certain disclosures may be subject to generally applicable provisions of the federal securities laws regarding the accuracy of statements made in registration statements.

The Fixed Account offers a guarantee of principal, after deductions for fees and expenses. We also guarantee that amounts you allocated to the Fixed Account will earn interest at a rate of at least the minimum guaranteed interest rate indicated in your Policy. We do not rely on predetermined formulas to set Fixed Account interest rates. We will review the interest rate at least once a year, but at the Company’s discretion we may reset the interest rate monthly.

The Fixed Account may not be available in all states.

Employer-Financed Insurance Purchase Arrangements--Tax and Other Legal Issues

In addition to corporations and other employers, the Policy is also available for purchase by individuals whose employers will pay some or all of the Premiums due under the Policy pursuant to an employer-financed insurance purchase arrangement. In such cases, references in this prospectus to the “Owner” of the Policy will refer to the individual and, depending on the context, references to the “payment of premiums” will refer to payments to Great-West under the Policy by the employer and/or by the employee.

Employers and employees contemplating the purchase of a Policy as a part of an employer-financed insurance purchase arrangement should consult qualified legal and tax counsel with regard to the issues presented by such a transaction. For this purpose, an employer-financed insurance purchase arrangement is a plan or arrangement which contemplates that an employer will pay one or more Premiums for the purchase of a Policy that will be owned, subject to certain restrictions, by an employee or by a person or entity designated by the employee.

The general considerations applicable to such a purchase include the following:

1.
Payments by the employer under an employer-financed insurance purchase arrangement will only be deductible for income tax purposes when the payments are taxable to the employee with respect to whom they are made.

2.
Imposition of certain types of restrictions, specifically a substantial risk of forfeiture, on the purchased Policy may defer both the deductibility of the payments to the employer and their taxability to the employee.

3.
The payment of some or all of the Premiums by the employer may create an ERISA welfare benefit plan which is subject to the reporting, disclosure, fiduciary and enforcement provisions of ERISA.

4.
The payment of some or all of the Premiums by the employer will not prevent the Owner from being treated as the owner of the Policy for federal income tax purposes.

5.
Under some circumstances, the failure of the employer to make one or more of the planned Premiums under the Policy may cause a lapse of the Policy.

6.
An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the financial and tax benefits of the ownership of the Policy outweigh the costs, such as sales loads and cost of insurance charges that will be incurred as a result of the purchase and ownership of

21


the Policy.

7.
An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the designation of another person or entity as the owner of the Policy will have adverse consequences under applicable gift, estate, or inheritance tax laws.

8.
An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the financial performance of the Policy will support any planned withdrawals or borrowings under the Policy.

9.
In an employer-financed insurance purchase arrangement, the procedures described below on pages 26-27, which are designed to prevent or minimize market timing and excessive trading by Owners may, in certain circumstances, require us to perform standardized trade monitoring; in other circumstances such monitoring will be performed by the Fund. Certain Funds require us to provide reports of the Owner’s trading activity, if prohibited trading, as defined by the Fund, is suspected. The determination of whether there is prohibited trading based on the Funds’ definition of prohibited trading may be made by us or by the Fund. The Fund determines the restrictions imposed, which could be one of the four restrictions described on page 26 or by restricting the Owner from making Transfers into the identified Fund for the period of time specified by the Fund.

Charges and Deductions

The Policy has insurance features and investment features, and there are costs related to each. This section describes the fees and charges that we may make under the Policy to compensate for: (1) the services and benefits we provide; (2) the costs and expenses we incur; and (3) the risks we assume. The fees and charges we deduct under this Policy may result in a profit to us.

Expense Charge Applied to Premium. We will deduct a maximum charge of 10% from each Premium payment, which is broken down as follows. A maximum of 6.5% will be deducted as sales load to compensate us in part for sales and promotional expenses in connection with selling the Policies, such as commissions, the cost of preparing sales literature, other promotional activities and other direct and indirect expenses. A maximum of 3.5% of Premium will be used to cover Premium taxes and certain federal income tax obligations resulting from the receipt of Premiums. All states and some cities and municipalities impose taxes on Premiums paid for life insurance, which generally range from 2% to 4% of Premium but may exceed 4% in some states. The amount of your state's Premium tax may be higher or lower than the amount attributable to Premium taxes that we deduct from your Premium payments.

The current expense charge applied to Premium for sales load is 2.5% of Premium up to target and 1.0% of Premium in excess of target for Policy Years 1 through 10. Your target Premium will depend on the initial Total Face Amount of your Policy, your Issue Age, your sex (except in unisex states), and rating class (if any) which equals the maximum Premium payable under the seven-pay test such that the Policy remains compliant with 7702A of the Code. Thereafter, there is no charge for sales load. The current expense charge applied to Premium to cover our Premium taxes and the federal tax obligation described above is 3.5% in all Policy Years.

Where permitted by applicable state insurance law, if your Policy is surrendered for the Surrender Benefit (Account Value less any outstanding Policy loans and less accrued loan interest) within the first seven Policy Years, we will return a percentage of the expense charge. The return of expense charge will be a percentage of your Account Value on the date the Request for surrender was received by us at our Corporate Headquarters. This amount will be in addition to the Surrender Benefit.

The return of expense charge is based on the following:


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Policy Year
Percentage of Account Value Returned
Year 1
7%
Year 2
6%
Year 3
5%
Year 4
4%
Year 5
3%
Year 6
2%
Year 7
1%
Year 8
0%

As described under the heading "Term Life Insurance Rider" on page 31, we may offer a term life insurance rider that may have the effect of reducing the sales charge you pay on purchasing an equivalent amount of insurance. We offer this rider in circumstances that result in the savings of sales and distribution expenses and administrative costs. To qualify, a corporation, employer, or other purchaser must satisfy certain criteria such as, for example, the number of Policies it expects to purchase and the expected Total Face Amount under all such Policies. Generally, the sales contacts and effort and administrative costs per Policy depend on factors such as the number of Policies purchased by a single Owner, the purpose for which the Policies are purchased, and the characteristics of the proposed Insureds. The amount of reduction and the criteria for qualification are related to the sales effort and administrative costs resulting from sales to a qualifying Owner. Great-West from time to time may modify on a uniform basis both the amounts of reductions and the criteria for qualification. Reductions in these charges will not be unfairly discriminatory against any person, including the affected Owners funded by the Series Account.

Mortality and Expense Risk Charge. This charge is for the mortality and expense risks we assume with respect to the Policy. It is based on an annual rate that we accrue against each Division of the Series Account on a daily basis and deduct on the first day of each Policy month by cancelling accumulation units on a pro-rata basis across all Sub-Accounts. We convert the mortality and expense risk charge into a daily rate by dividing the annual rate by 365. The mortality and expense risk charge will be determined by us from time to time based on our expectations of future interest, mortality experience, persistency, expenses and taxes, but will not exceed 0.90% annually. Currently, the charge is 0.50% for Policy Years 1 through 20 and 0.10% thereafter. On surrender and payment of the death benefit, we will deduct the pro-rata portion of the mortality and expense charge that has accrued.

Because the value of your Sub-Accounts can vary from month-to-month, the monthly deduction for the mortality and expense risk charge will also vary. If the amount the mortality and expense risk charge is insufficient to cover the costs resulting from the mortality and expense risks that we assume, we will bear the loss. If the amount we charge is more than sufficient to cover such costs, we will make a profit on the charge. To the extent that we do make a profit from this charge, we may use this profit for any corporate purpose, including the payment of administrative, marketing, distribution, and other expenses in connection with the Policies.

The mortality risk we assume is that the group of lives insured under the Policies may, on average, live for shorter periods of time than we estimated. The expense risk we assume is that the costs of issuing and administering Policies may be more than we estimated.

Monthly Deduction. We make a monthly deduction from your Account Value on the Policy Date and the first day of each Policy Month. This monthly deduction will be charged proportionally to the amounts in the Divisions.

The monthly deduction equals the sum of (1), (2), (3), (4) and (5) where:
(1)
is the cost of insurance charge (the monthly risk charge) equal to the current monthly risk rate (described below) multiplied by the net amount at risk divided by 1,000;
(2)
is the service charge;
(3)
is the monthly cost of any additional benefits provided by riders which are a part of your Policy;
(4)
is any extra risk charge if the Insured is in a rated class as specified in your Policy; and
(5) is the accrued mortality and expense charge.

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The net amount at risk equals:
the death benefit divided by 1.00327374; less
your Account Value on the first day of a Policy Month prior to assessing the monthly deduction.

If there are increases in the Total Face Amount other than increases caused by changes in the death benefit option, the monthly deduction described above is determined separately for the initial Total Face Amount and each increase in the Total Face Amount. In calculating the net amount at risk, your Account Value will first be allocated to the most recent increase in the death benefit and then to each increase in the Total Face Amount in the reverse order in which the increases were made.

Monthly Risk Rates. The monthly risk rate is used to determine the cost of insurance charge (monthly risk charge) for providing insurance coverage under the Policy. The monthly risk rate is applied to the amount at risk. The monthly risk rates (except for any such rate applicable to an increase in the Total Face Amount) are based on the length of time your Policy has been in force and the Insured's sex (in the case of non-unisex Policies) and Issue Age. If the Insured is in a rated class as specified in your Policy, we will deduct an extra risk charge that reflects that class rating. The monthly risk rates applicable to each increase in the Total Face Amount are based on the length of time the increase has been in force and the Insured's sex (in the case of non-unisex Policies), Issue Age, and class rating, if any. The monthly risk rates will be determined by us from time to time based on our expectations of future experience with respect to mortality, investment earnings, persistency, capital and reserve requirements, interest rates and expenses (including taxes), but will not exceed the guaranteed maximum monthly risk rates based on the 2001 Commissioner's Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table ("2001 CSO"). Currently, the guaranteed minimum monthly risk charge is $0.02 per $1000 and the guaranteed maximum is $83.33 per $1000. If your Policy is issued in Montana, unisex rates are charged and these rates will never exceed the male Smoker Ultimate Mortality Table.

The guaranteed maximum monthly risk rates reflect any class rating applicable to the Policy. We have filed a detailed statement of our methods for computing Account Values with the insurance department in each jurisdiction where the Policy was delivered. These values are equal to or exceed the minimum required by law.

The monthly risk rate is greater on policies that require less underwriting to be performed regardless of the health of the individual. Monthly risk rate charges will be greatest on guaranteed issue policies, followed by simplified issue policies, then fully underwritten policies.

Service Charge. We will deduct a maximum of $15 from your Account Value on the first day of each Policy Month to cover our administrative costs, such as salaries, postage, telephone, office equipment and periodic reports. This charge may be increased or decreased by us from time to time based on our expectations of future expenses, but will never exceed $15 per Policy Month. The service charge will be deducted proportionally from the Divisions. The current service charge is $10 per Policy Month for Policy Years 1 through 3 and $7.50 per Policy Month thereafter.

Transfer Fee. A maximum administrative charge of $10 per Transfer of Account Value from one Division to other Divisions will be deducted from your Account Value for all Transfers in excess of 12 made in the same Policy Year. The allocation of your Initial Premium from the Great-West Money Market Division to your selected Divisions will not count toward the 12 free Transfers. Similarly, Transfers made under dollar cost averaging and periodic rebalancing under the rebalancer option are not subject to the fee and do not count as Transfers for this purpose (except a one-time rebalancing under the rebalancer option will count as one Transfer). All Transfers Requested on the same Business Day will be aggregated and counted as one Transfer. The current charge is $10 per Transfer.

Partial Withdrawal Fee. A maximum administrative fee of $25 will be deducted from your Account Value for all partial withdrawals after the first made in the same Policy Year. The partial withdrawal fee will be deducted proportionally from all Divisions.

Surrender Charges. Your Policy has no surrender charges.

Change of Death Benefit Option Fee. A maximum administrative fee of $100 will be deducted from your Account Value each time you change your death benefit option. The change of death benefit fee will be deducted proportionally

24


from all Divisions.

Fund Expenses. You indirectly bear the charges and expenses of the Funds whose shares are held by the Divisions to which you allocate your Account Value. The Series Account purchases shares of the Funds at net asset value. Each Fund's net asset value reflects investment advisory fees and administrative expenses already deducted from the Fund's assets. For more information concerning the investment advisory fees and other charges against the Funds, see the Fund prospectuses and the statements of additional information for the Funds, which are available upon Request.

We may receive compensation from the investment advisers or administrators of the Funds. Such compensation will be consistent with the services we provide or the cost savings resulting from the arrangement and, therefore, may differ between Funds. See "Payments We Receive" on page 14.

General Description of Policy

Unless otherwise indicated, the description of the Policy in this prospectus assumes that the Policy is in force, there is no Policy Debt and current federal tax laws apply. The Policy described in this prospectus is offered to corporations and other employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. We issue Policies on the lives of prospective Insureds who meet our underwriting standards.

Policy Rights

Owner. While the Insured is alive, unless you have assigned any of these rights, you may:
transfer ownership to a new Owner;
name a contingent owner who will automatically become the Owner of the Policy if you die before the Insured;
change or revoke a contingent owner;
change or revoke a Beneficiary (unless a previous Beneficiary designation was irrevocable);
exercise all other rights in the Policy;
increase or decrease the Total Face Amount, subject to the other provisions of the Policy; and
change the death benefit option, subject to the other provisions of the Policy.

When you transfer your rights to a new Owner, you automatically revoke any prior contingent owner designation. When you want to change or revoke a prior Beneficiary designation, you have to specify that action. You do not affect a prior Beneficiary when you merely transfer ownership, or change or revoke a contingent owner designation.

You do not need the consent of a Beneficiary or a contingent owner in order to exercise any of your rights. However, you must give us written notice satisfactory to us of the Requested action. Your Request will then, except as otherwise specified herein, be effective as of the date you signed the form, subject to any action taken before it was received by us.

Beneficiary. The Beneficiary has no rights in the Policy until the death of the Insured, except an irrevocable Beneficiary cannot be changed without the consent of that Beneficiary. If a Beneficiary is alive at that time, the Beneficiary will be entitled to payment of the Death Benefit Proceeds as they become due.

Policy Limitations

Allocation of Net Premiums. Except as otherwise described herein, your net Premium will be allocated in accordance with the allocation percentages you select. Percentages must total 100% and can be up to two decimal places.

We will credit Premium payments received prior to the end of the free look period as described in the “Free Look Period” section of this prospectus on page 34.

You may change your allocation percentages at any time by Request.


25


Transfers Among Divisions. Subject to our rules as they may exist from time to time, you may at any time after the Free-Look Period Transfer to another Division all or a portion of the Account Value allocated to a Division. We will make Transfers pursuant to a Request.

Transfers may be Requested by indicating the Transfer of either a specified dollar amount or a specified percentage of the Division's value from which the Transfer will be made.

Transfer privileges are subject to our consent. We reserve the right to impose limitations on Transfers, including, but not limited to: (1) the minimum amount that may be Transferred; and (2) the minimum amount that may remain in a Division following a Transfer from that Division. In addition, we do not intend to enforce the restriction on Transfers set forth in your Policy except in cases of identified market timing unless the Sub-Account has additional restrictions that are noted in the respective Fund’s prospectus. See “Market Timing & Excessive Trading” on pages 26-7.

A fee of $10 per Transfer will apply for all Transfers in excess of 12 made in a Policy Year. We may increase or decrease the Transfer charge; however, it is guaranteed to never exceed $10 per Transfer. All Transfers Requested on the same Business Day will count as only one Transfer toward the 12 free Transfers. The Transfer of your Initial Premium from the Great-West Money Market Fund Division to your selected Divisions does not count toward the 12 free Transfers. Likewise, any Transfers under dollar cost averaging or periodic rebalancing of your Account Value under the rebalancer option do not count toward the 12 free Transfers (a one time rebalancing, however, will be counted as one Transfer).

Fixed Account Transfers. Transfers into the Fixed Account are limited to once every 60 days. Transfers from the Fixed Account may only be made once per year. The maximum to be transferred out will be the greater of 25% of your balance in the Fixed Account or the amount of the transfer in the previous 365 day period.

Market Timing & Excessive Trading. The Policies are intended for long-term investment and not for the purpose of market timing or excessive trading activity. Market timing activity may dilute the interests of Owners in the Funds. Market timing generally involves frequent or unusually large transfers that are intended to take advantage of short-term fluctuations in the value of a Fund's portfolio securities and the reflection of that change in the Fund's share price. In addition, frequent or unusually large transfers may harm performance by increasing Fund expenses and disrupting Fund management strategies. For example, excessive trading may result in forced liquidations of portfolio securities or cause the Fund to keep a relatively higher cash position, resulting in increased brokerage costs and lost investment opportunities.

We maintain procedures designed to discourage market timing and excessive trading by Owners. As part of those procedures, we will rely on the Funds to monitor for such activity. If a Fund believes such activity has occurred, we will scrutinize the Owner’s activity and request a determination from the Fund as to whether such activity constitutes market timing or excessive trading. If the Fund determines that the activity constitutes market timing or excessive trading, we will contact the Owner in writing to request that market timing and/or excessive trading stop immediately. We will then provide a subsequent report of the Owner's trading activity to the Fund. If the Fund determines that the Owner has not ceased improper trading, and upon request of the Fund, we will inform the Owner in writing that a trading restriction is being implemented. The four possible trading restrictions are:
Restrict the Owner to inquiry-only access for the web and voice response unit so that the Owner will only be permitted to make Transfer Requests by written Request mailed to us through U.S. mail ("U.S. Mail Restriction"); the Owner will not be permitted to make Transfer Requests via overnight mail, fax, the web, or the call center. Once the U.S. Mail Restriction has been in place for 180 days, the restricted Owner may Request that we lift the U.S. Mail Restriction by signing, dating and returning a form to us whereby the Owner acknowledges the potentially harmful effects of market timing and/or excessive trading on Funds and other investors, represents that no further market timing or excessive trading will occur, and acknowledges that we may implement further restrictions, if necessary, to stop improper trading by the Owner;
Close the applicable Fund to all new monies, including contributions and Transfers in;
Restrict all Owners to one purchase in the applicable Fund per 90 day period; or
Remove the Fund as an investment option and convert all allocations in that Fund to a different investment option.

The discretionary nature of our procedures creates a risk that we may treat some Owners differently than others.

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Our market timing and excessive trading procedures are such that we do not impose trading restrictions unless or until a Fund first detects and notifies us of potential market timing or excessive trading activity. Accordingly, we cannot prevent all market timing or excessive trading transfer activity before it occurs, as it may not be possible to identify it unless and until a trading pattern is established. To the extent the Funds do not detect and notify us of market timing and/or excessive trading or the trading restrictions we impose fail to curtail it, it is possible that a market timer or excessive trader may be able to make market timing and/or excessive trading transactions with the result that the management of the Funds may be disrupted and the Owners may suffer detrimental effects such as increased costs, reduced performance, and dilution of their interests in the affected Funds.

We endeavor to ensure that our procedures are uniformly and consistently applied to all Owners, and we do not exempt any Owners from these procedures. In addition, we do not enter into agreements with Owners whereby we permit market timing or excessive trading. Subject to applicable state law and the terms of each Policy, we reserve the right without prior notice to modify, restrict, suspend or eliminate the Transfer privileges (including telephone Transfers) at any time, to require that all Transfer Requests be made by you and not by your designee, and to require that each Transfer Request be made by a separate communication to us. We also reserve the right to require that each Transfer Request be submitted in writing and be signed by you.

The Funds may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares. The prospectuses for the Funds should describe any such policies and procedures. The frequent trading policies and procedures of a Fund may be different, and more or less restrictive, than the frequent trading policies and procedures of other Funds and the policies and procedures we have adopted to discourage market timing and excessive trading. For example, a Fund may impose a redemption fee. Owners should also be aware that we may not have the contractual obligation or the operational capacity to apply the frequent trading policies and procedures of the respective Funds that would be affected by the Transfers.

We may revise our market timing and excessive trading policy and related procedures at our sole discretion, at any time and without prior notice, as we deem necessary or appropriate to comply with state or federal regulatory requirements or to impose additional or alternative restrictions on Owners engaging in market timing or excessive trading. In addition, our orders to purchase shares of the Funds are generally subject to acceptance by the Fund, and in some cases a Fund may reject or reverse our purchase order. Therefore, we reserve the right to reject any Owner's Transfer Request if our order to purchase shares of the Fund is not accepted by, or is reversed by, an applicable Fund.
You should note that other insurance companies and retirement plans may invest in the Funds and that those companies or plans may or may not have their own policies and procedures on frequent transfers. You should also know that the purchase and redemption orders received by the Funds generally are “omnibus” orders from intermediaries such as retirement plans or separate accounts funding variable insurance contracts. Omnibus orders reflect the aggregation and netting of multiple orders from individual retirement plan participants and/or individual owners of variable insurance contracts. The nature of such orders may limit the Funds' ability to apply their respective frequent trading policies and procedures. As a result, there is a risk that the Funds may not be able to detect potential market timing and/or excessive trading activities in the omnibus orders they receive. We cannot guarantee that the Funds will not be harmed by transfer activity relating to the retirement plans and/or other insurance companies that invest in the Funds. If the policies and procedures of other insurance companies or retirement plans fail to successfully discourage frequent transfer activity, it may affect the value of your investments in the Funds. In addition, if a Fund believes that an omnibus order we submit may reflect one or more Transfer Requests from an Owner engaged in frequent transfer activity, the Fund may reject the entire omnibus order and thereby interfere with our ability to satisfy your Request even if you have not made frequent transfers. For Transfers into more than one investment option, we may reject or reverse the entire Transfer Request if any part of it is not accepted by or is reversed by a Fund.

Exchange of Policy. You may exchange your Policy for a new policy issued by Great-West that does not provide for variable benefits. The new policy will have the same Policy Date, Issue Age, and Insured as your Policy on the date of the exchange. The exchange must be made within 24 Policy Months after the Issue Date of your Policy and all Policy Debt must be repaid.

The cash value of your current Policy will be applied to the new policy as the Initial Premium.

Age Requirements. An Insured's Issue Age must be between 20 and 85 for Policies issued on a fully underwritten basis and between 20 and 70 for Policies issued on a guaranteed underwriting or a simplified underwriting basis.

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Policy or Registrant Changes

Addition, Deletion or Substitution of Investment Options. Shares of any or all of the Funds may not always be available for purchase by the Divisions of the Series Account, or we may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Fund shares already purchased by the Series Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the SEC, to the extent necessary. We also may close a Division to future Premium allocations and Transfers of Account Value. A Division closing may affect dollar cost averaging and the rebalancer option. We also reserve the right to add Divisions, or to eliminate or combine existing Divisions or to Transfer assets between Divisions, or from any Division to our General Account. In the event of any substitution or other act described in this paragraph, we may make appropriate amendment to the Policy to reflect the change.

The Series Account. We reserve the right to operate the Series Account in any form permitted by law, to take any action necessary to comply with applicable law or obtain and continue any exemption from applicable laws, to assess a charge for taxes attributable to the operation of the Series Account or for other taxes, as described in "Charges and Deductions" beginning on page 22 of this prospectus, and to change the way in which we assess other charges, as long as the total other charges do not exceed the maximum guaranteed charges under the Policies.

Entire Contract. Your entire contract with us consists of the Policy, including the attached copy of your application and any attached copies of supplemental applications for increases in the Total Face Amount, any endorsements and any riders. Any illustrations prepared in connection with the Policy do not form a part of our contract with you and are intended solely to provide information about how values under the Policy, such as Cash Surrender Value, death benefit and Account Value, will change with the investment experience of the Divisions, and such information is based solely upon data available at the time such illustrations are prepared.

Alteration. Sales representatives do not have any authority to either alter or modify your Policy or to waive any of its provisions. The only persons with this authority are our president, secretary, or one of our vice presidents.

Modification. Upon notice to you, we may modify the Policy if such a modification –
is necessary to make the Policy or the Series Account comply with any law or regulation issued by a governmental agency to which we are, or the Series Account is, subject;
is necessary to assure continued qualification of the Policy under the Code or other federal or state laws as a life insurance policy;
is necessary to reflect a change in the operation of the Series Account or the Divisions; or
adds, deletes or otherwise changes Division options.

We also reserve the right to modify certain provisions of the Policy as stated in those provisions. In the event of any such modification, we may make appropriate amendment to the Policy to reflect such modification.

Assignments. During the lifetime of the Insured, you may assign all or some of your rights under the Policy. All assignments must be filed at our Corporate Headquarters and must be in written form satisfactory to us. The assignment will then be effective as of the date you signed the form, subject to any action taken before we received it. We are not responsible for the validity or legal effect of any assignment.

Notice and Elections. To be effective, all notices and elections under the Policy must be in writing, signed by you, and received by us at our Corporate Headquarters. Certain exceptions may apply. Unless otherwise provided in the Policy, all notices, Requests and elections will be effective when received at our Corporate Headquarters complete with all necessary information.

Account Value

Your Account Value is the sum of your interests in each Division you have chosen, plus your interests in the Fixed Account, plus the amount in your Loan Account. The Account Value varies depending upon the Premiums paid, expense

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charges applied to Premium, mortality and expense risk charge, service charges, monthly risk charges, partial withdrawals, fees, Policy loans and the net investment factor (described below) for the Divisions to which your Account Value is allocated and the interest credited to the Fixed Account.

We measure the amounts in the Divisions in terms of Units and Unit Values. On any given date, your interest in a Division is equal to the Unit Value multiplied by the number of Units credited to you in that Division. Amounts allocated to a Division will be used to purchase Units of that Division. Units are redeemed when you make partial withdrawals, undertake Policy loans or Transfer amounts from a Division, and for the payment of service charges, monthly mortality and expense charges, monthly risk charges and other fees. The number of Units of each Division purchased or redeemed is determined by dividing the dollar amount of the transaction by the Unit Value for the Division. The Unit Value for each Division was established at $10 for the first Valuation Date of the Division. The Unit Value for any subsequent Valuation Date is equal to the Unit Value for the preceding Valuation Date multiplied by the net investment factor (determined as provided below). The Unit Value of a Division for any Valuation Date is determined as of the close of the Valuation Period ending on that Valuation Date.

Transactions are processed on the date we receive a Premium at our Corporate Headquarters or upon approval of a Request. If your Premium or Request is received on a date that is not a Valuation Date, or after the close of the NYSE on a Valuation Date, the transaction will be processed on the next Valuation Date.

The Account Value on the Policy Date equals:
that portion of net Premium received and allocated to the Division, plus
that portion of net Premium received and allocated to the Fixed Account, less
the service charges due on the Policy Date, less
the monthly risk charge due on the Policy Date, less
the monthly mortality and expense risk charge due on the Policy Date, less
the monthly risk charge for any riders due on the Policy Date.

We apply your Initial Premium on the Policy Date, which will be the Issue Date (if we have already received your Initial Premium) or the Business Day we receive a Premium equal to, or in excess of, the Initial Premium after we have approved your application.

The Account Value attributable to each Division of the Series Account on the subsequent Valuation Dates is equal to:
the Account Value attributable to the Division on the preceding Valuation Date multiplied by that Division's net investment factor, plus
that portion of net Premium received and allocated to the Division during the current Valuation Period, plus
that portion of the value of the Loan Account Transferred to the Division upon repayment of a Policy loan during the current Valuation Period, plus
any amounts Transferred by you to the Division from another Division during the current Valuation Period, less
any amounts Transferred by you from the Division to another Division during the current Valuation Period, less
that portion of any partial withdrawals deducted from the Division during the current Valuation Period, less
that portion of any Account Value Transferred from the Division to the Loan Account during the current Valuation Period, less
that portion of fees due in connection with a partial withdrawal charged to the Division, less
the pro-rata portion of the mortality and expense risk charge accrued and charged to the Division, less
if the first day of a Policy Month occurs during the current Valuation Period, that portion of the service charge for the Policy Month just beginning charged to the Division, less
if the first day of a Policy Month occurs during the current Valuation Period, that portion of the monthly risk charge for the Policy Month just beginning charged to the Division, less
if the first day of a Policy Month occurs during the current Valuation Period, that portion of the mortality and expense risk charge for the Policy Month just ending charged to the Division, less

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if the first day of a Policy Month occurs during the current Valuation Period, that Division's portion of the cost for any riders and any extra risk charge if the Insured is in a rated class as specified in your Policy, for the Policy Month just beginning.

Net Investment Factor. The net investment factor for each Division for any Valuation Period is determined by dividing (1) by (2) where:

(1) is the net result of:
the net asset value of a Fund share held in the Division determined as of the end of the current Valuation Period, plus
the per share amount of any dividend or other distribution declared on Fund shares held in the Division if the "ex-dividend" date occurs during the current Valuation Period, plus or minus
a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the current Valuation Period which are determined by us to be attributable to the operation of the Division; and

(2) is the net result of:
the net asset value of a Fund share held in the Division determined as of the end of the preceding Valuation Period, plus or minus
a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the preceding Valuation Period which are determined by us to be attributable to the operation of the Division.

The net investment factor may be greater or less than or equal to one. Therefore, the Unit Value may increase, decrease or remain unchanged.

The net asset value reflects the investment advisory fees and other expenses that are deducted from the assets of each Fund. These fees and expenses are not fixed or specified under the terms of the Policy, may differ between Funds, and may vary from year to year. Fund fees and expenses are described in each Fund prospectus.

The Fixed Account Value is:
Premiums, less Expense Charges, allocated to the Fixed Account; plus
Sub-Account Value transferred to the Fixed Account; plus
Interest credited to the Fixed Account; minus
Partial withdrawals from the Fixed Account including any applicable partial withdrawal charges; minus
The portion of any accrued policy fees and charges allocated to the Fixed Account; minus
Loans from the Fixed Account; minus
Transfers from the Fixed Account, including any applicable transfer charges.

During any Policy Month the Fixed Account Value will be calculated on a consistent basis. For purposes of crediting interest, policy value deducted, transferred or withdrawn from the Fixed Account is accounted for on a first in first out basis.

The mortality and expense risk charge for the Valuation Period is the annual mortality and expense risk charge divided by 365 multiplied by the number of days in the Valuation Period.


Splitting Units. We reserve the right to split or combine the value of Units. In effecting any such change, strict equity will be preserved and no such change will have a material effect on the benefits or other provisions of your Policy.

Other Provisions and Benefits


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Misstatement of Age or Sex (Non-Unisex Policy). If the age or (in the case of a non-unisex Policy) sex of the Insured is stated incorrectly in your Policy application or rider application, we will adjust the amount payable appropriately as described in the Policy.

If we determine that the Insured was not eligible for coverage under the Policy after we discover a misstatement of the Insured's age, our liability will be limited to a return of Premiums paid, less any partial withdrawals, any Policy Debt, and the cost for riders.

Suicide. If the Insured, whether sane or insane, commits suicide within two years after your Policy's Issue Date (one year if your Policy is issued in Colorado or North Dakota), we will not pay any part of the Death Benefit Proceeds. We will pay the Beneficiary the Premiums paid, less the amount of any Policy Debt, any partial withdrawals and the cost for riders.

If the Insured, whether sane or insane, commits suicide within two years after the effective date of an increase in the Total Face Amount (one year if your Policy is issued in Colorado or North Dakota), then our liability as to that increase will be the cost of insurance for that increase and that portion of the Account Value attributable to that increase. The Total Face Amount of the Policy will be reduced to the Total Face Amount that was in effect prior to the increase.

Incontestability. All statements made in the application or in a supplemental application are representations and not warranties. We relied and will continue to rely on those statements when approving the issuance, increase in face amount, increase in death benefit over Premium paid, or change in death benefit option of the Policy. In the absence of fraud, we can use no statement in defense of a claim or to cancel the Policy for misrepresentation unless the statement was made in the application or in a supplemental application. In the absence of fraud, after the Policy has been in force during the lifetime of the Insured for a period of two years from its Issue Date, we cannot contest it except for non-payment of Premiums. However, any increase in the Total Face Amount which is effective after the Issue Date will be incontestable only after such increase has been in force during the lifetime of the Insured for two years from the effective date of coverage of such increase.

Paid-Up Life Insurance. When the Insured reaches Attained Age 121 (if your Policy is in force at that time), the entire Account Value of your Policy (less outstanding Policy Debt) will be applied as a single Premium to purchase "paid-up" insurance which means all premiums have been paid and there are no additional premiums due. Outstanding Policy Debt will be repaid at this time. This repayment may be treated as a taxable distribution to you if your Policy is not a MEC. The net single Premium for this insurance will be based on the 2001 Commissioner's Standard Ordinary, Sex Distinct, Non-Smoker Mortality Table and 4% interest. The cash value of your paid-up insurance, which initially is equal to the net single Premium, will remain in the Divisions of the Series Account in accordance with your then current allocation. While the paid-up life insurance is in effect your assets will remain in the Series Account. You may change your Division allocation instructions and you may Transfer your cash value among the Divisions. All charges under your Policy, to the extent applicable, will continue to be assessed, except we will no longer make a deduction each Policy Month for the monthly risk charge. Your death benefit will be fixed by the Code for insured age 99. As your cash value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly. You may surrender the paid-up insurance Policy at any time and, if surrendered within 30 days of a Policy Anniversary, its cash value will not be less than it was on that Policy Anniversary. Please see "Federal Income Tax Considerations -- Treatment When Insured Reaches Attained Age 121" on page 42.

Supplemental Benefits. The following supplemental benefit riders are available, subject to certain limitations. An additional monthly risk charge will be assessed for each rider that is in force as part of the monthly deduction from your Account Value. If a supplemental benefit rider is terminated, the monthly risk charge for such rider will end immediately. See fee tables beginning on page 10.

Term Life Insurance Rider. This rider provides term life insurance on the Insured. Coverage is renewable annually until the Insured's Attained Age 121. The amount of coverage provided under this rider varies from month to month as described below. We will pay the rider's death benefit to the Beneficiary when we receive Due Proof of death of the Insured while this rider is in force.

This rider provides the same three death benefit options as your Policy. The option you choose under the rider must at all times be the same as the option you have chosen for your Policy. The rider's death benefit will be determined at the

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beginning of each Policy Month in accordance with one of those options. For each of the options, any outstanding Policy Debt will reduce your death benefit.

If you purchase this rider, the Total Face Amount shown on your Policy's specifications page will be equal to the minimum amount of coverage provided by this rider plus the base face amount (which is the minimum death benefit under your Policy without the rider’s death benefit). The minimum allocation of Total Face Amount between your Policy and the rider is 10% and 90% at inception, respectively. The total Death Benefit Payable under the rider and the Policy will be determined as described in "Death Benefit" below, using the Total Face Amount shown on your Policy’s specifications page.

Coverage under this rider will take effect on the latter of:
the Policy Date of the Policy to which this rider is attached; or
the date this rider is delivered and the first rider premium is paid to the Company

The monthly risk rate for this rider will be the same as that used for the Policy and the monthly risk charge for the rider will be determined by multiplying the monthly risk rate by the rider's death benefit. This charge will be calculated on the first day of each Policy Month and added to the Policy's monthly risk charge.

If you purchase this rider, the sales load and return of expense charge will be proportionately lower as a result of a reduction in commission payments. Commissions payable to sales representatives for the sale of the Policy are calculated based on the total Premium payments. As a result, this rider generally is not offered in connection with any Policy with annual Premium payments of less than $100,000, except for policies issued on a guaranteed issue basis. In our discretion, we may decline to offer this rider or refuse to consent to a proposed allocation of coverage between a Policy and term rider.

If this rider is offered, the commissions will vary depending on the allocation of your coverage between the Policy and the term rider. The same initial Death Benefit will result in the highest commission when there is no term rider, with the commission declining as the portion of the Death Benefit coverage allocated to the term rider increases. Thus, the lowest commission amount is payable, and the lowest amount of sales load deducted from your Premiums will occur, when the maximum term rider is purchased.

You may terminate this rider by Request. This rider also will terminate on the earliest of the following dates:
the date the Policy is surrendered or terminated;
the expiration of the grace period of the Policy; or
the death of the Insured.

Change of Insured Rider (Not available to individual Owners). This rider permits you to change the Insured under your Policy or any Insured that has been named by virtue of this rider. Before we change the Insured you must provide us with (1) a Request for the change signed by you and approved by us; (2) Evidence of Insurability for the new Insured; (3) evidence that there is an insurable interest between you and the new Insured; (4) evidence that the new Insured's age, at the nearest birthday, is under 70 years; and (5) evidence that the new Insured was born prior to the Policy Date. We may charge a fee for administrative expenses when you change the Insured. The minimum charge is $100 per change and the maximum charge is $400 per change. When a change of Insured takes effect, Premiums will be based on the new Insured's age, sex, mortality class and the Premium rate in effect on the Policy Date.

Report to Owner. We will maintain all records relating to the Series Account and the Divisions and the Fixed Account. We will send you a report at least once each Policy Year within 30 days after a Policy Anniversary. The report will show current Account Value, current allocation in each Division, death benefit, Premiums paid, investment experience since your last report, deductions made since the last report, and any further information that may be required by laws of the state in which your Policy was issued. It will also show the balance of any outstanding Policy loans and accrued interest on such loans. There is no charge for this report.

In addition, we will send you the financial statements of the Funds and other reports as specified in the 1940 Act. We also will mail you confirmation notices or other appropriate notices of Policy transactions quarterly or more frequently within the time periods specified by law. Please give us prompt written notice of any address change. Please read your

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statements and confirmations carefully and verify their accuracy and contact us promptly with any questions.

Dollar Cost Averaging. By Request, you may elect dollar cost averaging in order to purchase Units of the Divisions over a period of time. There is no charge for this service.

Dollar cost averaging permits you to automatically Transfer a predetermined dollar amount, subject to our minimum, at regular intervals from any one or more designated Divisions to one or more of the remaining, then available Divisions. The Unit Value will be determined on the dates of the Transfers. You must specify the percentage to be Transferred into each designated Division. Transfers may be set up on any one of the following frequency periods: monthly, quarterly, semiannually, or annually. The Transfer will be initiated one frequency period following the date of your Request. We will provide a list of Divisions eligible for dollar cost averaging that may be modified from time to time. Amounts Transferred through dollar cost averaging are not counted against the 12 free Transfers allowed in a Policy Year. You may not participate in dollar cost averaging and the rebalancer option (described below) at the same time. Participation in dollar cost averaging does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. We reserve the right to modify, suspend, or terminate dollar cost averaging at any time.

Rebalancer Option. By Request, you may elect the rebalancer option in order to automatically Transfer Account Value among the Divisions on a periodic basis. There is no charge for this service. This type of transfer program automatically reallocates your Account Value so as to maintain a particular percentage allocation among Divisions chosen by you. The amount allocated to each Division will grow or decline at different rates depending on the investment experience of the Divisions. Rebalancing does not change your Premium allocation unless that option is checked on the rebalancer Request. Your Premium allocation can also be changed by written Request at the address on the first page of this prospectus.

You may Request that rebalancing occur one time only, in which case the Transfer will take place on the date of the Request. This Transfer will count as one Transfer towards the 12 free Transfers allowed in a Policy Year.

You may also choose to rebalance your Account Value on a quarterly, semiannual, or annual basis, in which case the first Transfer will be initiated one frequency period following the date of your Request. On that date, your Account Value will be automatically reallocated to the selected Divisions. Thereafter, your Account Value will be rebalanced once each frequency period. In order to participate in the rebalancer option, your entire Account Value must be included. Transfers made with these frequencies will not count against the 12 free Transfers allowed in a Policy Year.

You must specify the percentage of Account Value to be allocated to each Division and the frequency of rebalancing. You may terminate the rebalancer option at any time by Request.

You may not participate in the rebalancer option and dollar cost averaging at the same time. Participation in the rebalancer option does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. The Company reserves the right to modify, suspend, or terminate the rebalancer option at any time.

Non-Participating. The Policy does not pay dividends.

Premiums

Policy Application, Issuance and Initial Premium. To purchase a Policy, you must submit an application to our Corporate Headquarters. We will then follow our underwriting procedures designed to determine the insurability of the applicant. We may require full underwriting, which includes a medical examination and further information, before your application may be approved. We also may offer the Policy on a simplified underwriting or guaranteed issue basis. Applicants must be acceptable risks based on our applicable underwriting limits and standards. We will not issue a Policy until the underwriting process has been completed to our satisfaction. We reserve the right to reject an application for any lawful reason or to "rate" an Insured as a substandard risk, which will result in increased monthly risk rates. The monthly risk rate also may vary depending on the type of underwriting we use.

You must specify certain information in the application, including the Total Face Amount, the death benefit option and supplemental benefits, if any. The Total Face Amount generally may not be decreased below $100,000.


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Upon approval of the application, we will issue to you a Policy on the life of the Insured. A specified Initial Premium must be paid before we issue the Policy. The effective date of coverage for your Policy (which we call the "Policy Date") will be the date we receive a Premium equal to or in excess of the specified Initial Premium after we have approved your application. If your Premium payment is received on the 29th, 30th or 31st of a month, the Policy will be dated the 28th of that month.

We generally do not accept Premium payments before approval of an application; however, at our discretion, we may elect to do so. While your application is in underwriting, if we accept your Premium payment before approval of your application, we will provide you with temporary insurance coverage in accordance with the terms of our temporary insurance agreement. In our discretion, we may limit the amount of Premium we accept and the amount of temporary coverage we provide. If we approve your application, we will allocate your Premium payment to the Series Account or Fixed Account on the Policy Date, as described below. Otherwise, we will promptly return your payment to you. We will not credit interest to your Premium payment for the period while your application is in underwriting.

We reserve the right to change the terms or conditions of your Policy to comply with differences in applicable state law. Variations from the information appearing in this prospectus due to individual state requirements are described in supplements that are attached to this prospectus or in endorsements to the Policy, as appropriate.

Free Look Period. During the free look period (ten days or longer where required by state law), you may cancel your Policy. If you exercise the free look privilege, you must return the Policy to our Corporate Headquarters or to the representative from whom you purchased the Policy.

Generally, net Premium will be allocated to the Divisions you selected on the application. However, under certain circumstances described below, the net Premium will first be allocated to the Great-West Money Market Division and remain there until the next Valuation Date following the end of the free look period. On that date, the Sub-Account value held in the Great-West Money Market Division will be allocated to the Division(s) selected by you. If your Premium payments are received after 4:00 PM EST/EDT, such payments will be credited on the next Valuation Date. Regardless of when the payment is credited, you will receive the utilized values from the date we received your payment.

During the free look period, you may change your Division allocations and your allocation percentages, however, depending on whether your state permits the immediate investment of your premium, changes made during the free look period may not take effect until after the free look period has expired.

Policies returned during the free look period will be void from the Issue Date. In some states, we will refund your current Account Value plus the return of any expense charges deducted. In those states, this amount may be higher or lower than your Premium payments, which means you bear the investment risk during the free look period.

Certain states require that we return the greater of your Account Value (less any surrenders, withdrawals and distributions already received) or the amount of the Premiums received. In those states, we will allocate your net Premium payments to the Great-West Money Market Fund Division. We will Transfer the Account Value in that Division to the other Divisions of the Series Account in accordance with your most recent allocation instructions on file at the end of the free look period.

Premium. All Premium payments must be made payable to "Great-West Life & Annuity Insurance Company" and mailed to our Corporate Headquarters. The Initial Premium will be due and payable on or before your Policy's Issue Date. The minimum Initial Premium will vary based on various factors, including the age of the Insured and the death benefits option you select, but may not be less than $100. You may pay additional Premium payments to us in the amounts and at the times you choose, subject to the limitations described below. To find out whether your Premium payment has been received, contact us at the address or telephone number shown on the first page of this prospectus.

We reserve the right to limit the number of Premium payments we accept on an annual basis. No Premium payment may be less than $100 per Policy without our consent, although we will accept a smaller Premium payment if necessary to keep your Policy in force. We reserve the right to restrict or refuse any Premium payments that exceed the Initial Premium amount shown on your Policy. We also reserve the right not to accept a Premium payment that causes the death benefit to increase by an amount that exceeds the Premium received. Evidence of insurability satisfactory to us may be required before we accept any such Premium.

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We will not accept Premium payments that would, in our opinion, cause your Policy to fail to qualify as life insurance under applicable federal tax law. If a Premium payment is made in excess of these limits, we will accept only that portion of the Premium within those limits, and will refund the remainder to you.

Net Premiums. The net Premium is the amount you pay as the Premium less any expense charges applied to Premiums. See "Charges and Deductions - - Expense Charge Applied to Premium," on page 22.

Planned Periodic Premiums. While you are not required to make additional Premium payments according to a fixed schedule, you may select a planned periodic Premium schedule and corresponding billing period, subject to our limits. We will send you reminder notices for the planned periodic Premium, unless you Request to have reminder notices suspended. You are not required, however, to pay the planned periodic Premium; you may increase or decrease the planned periodic Premium subject to our limits, and you may skip a planned payment or make unscheduled payments. Depending on the investment performance of the Divisions you select, the planned periodic Premium may not be sufficient to keep your Policy in force, and you may need to change your planned payment schedule or make additional payments in order to prevent termination of your Policy.

Death Benefits

Death Benefit. If your Policy is in force at the time of the Insured's death, we will pay the Beneficiary an amount based on the death benefit option you select once we have received Due Proof of the Insured's death. The amount payable will be:
the amount of the selected death benefit option, less
the value of any Policy Debt on the date of the Insured's death, less
any accrued and unpaid Policy charges.

We will pay this amount to the Beneficiary in one lump sum, unless the Beneficiary and we agree on another form of settlement. We will pay interest, at a rate not less than that required by law, on the amount of Death Benefit Proceeds, if payable in one lump sum, from the date of the Insured's death to the date of payment.

In order to meet the definition of life insurance under the Code, section 7702 of the Code defines alternative testing procedures for the minimum death benefit under a Policy. See "Federal Income Tax Considerations - Tax Status of the Policy," on page 39. Your Policy must qualify under the cash value accumulation test (“CVAT”).

Under the CVAT testing procedures, there is a minimum death benefit required at all times equal to your Account Value multiplied by a pre-determined factor. The factors used to determine the minimum death benefit vary by age. The factors (expressed as percentages) used for the CVAT are set forth in your Policy.

The Policy has two death benefit options.

Option 1. The "Level Death" Option. Under this option, the death benefit is –
the Policy's Total Face Amount on the date of the Insured's death less any partial withdrawals; or, if greater,
the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

This death benefit option should be selected if you want to minimize your cost of insurance (monthly risk charge).

Option 2. The "Coverage Plus" Option. Under this option, the death benefit is –
the sum of the Total Face Amount and Account Value of the Policy on the date of the Insured's death less any partial withdrawals; or, if greater,
the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

This death benefit option should be selected if you want to maximize your death benefit.

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Your Account Value and death benefit fluctuate based on the performance of the investment options you select and the expenses and deductions charged to your account. See the “Account Value” and “Charges and Deductions” sections of this prospectus.

There is no minimum death benefit guarantee associated with this Policy.

Changes in Death Benefit Option. After the first Policy Year, but not more than once each Policy Year, you may change the death benefit option by Request. Any change will be effective on the first day of the Policy Month following the date we approve your Request. A maximum administrative fee of $100 will be deducted from your Account Value each time you change your death benefit option.

A change in the death benefit option will not change the amount payable upon the death of the Insured on the date of change. Any change is subject to the following conditions:
If the change is from option 1 to option 2, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount less the Account Value. Evidence of insurability may be required.
If the change is from option 2 to option 1, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount plus the Account Value.

Changes in Total Face Amount. You may increase or decrease the Total Face Amount of your Policy at any time within certain limits.

Minimum Changes. Each increase or decrease in the Total Face Amount must be at least $25,000. We reserve the right to change the minimum amount by which you may change the Total Face Amount.

Increases in Total Face Amount. To Request an increase in Total Face Amount, you must provide satisfactory evidence of the Insured's insurability. Once approved by us, an increase will become effective on the Policy Anniversary following our approval of your Request, subject to the deduction of the first Policy Month's monthly risk charge, service charge, any extra risk charge if the Insured is in a rated class and the cost of any riders.

Each increase to the Total Face Amount is considered to be a new segment to the Policy. When an increase is approved, Premium is allocated against the original Policy segment up to the seven-pay Premium limit established on the Issue Date. Any excess Premium is then allocated toward the new segment. Each segment will have a separate target Premium associated with it. The expense charge applied to Premium is higher up to target and lower for Premium in excess of the target as described in detail in the “Charges and Deductions” section of this prospectus. The expense charge formula will apply to each segment based on the target Premium for that segment. In addition, each segment will have a new incontestability period and suicide exclusion period as described in the "Other Provisions and Benefits" section of this prospectus.

Decreases in Total Face Amount. A decrease in Total Face Amount will become effective at the beginning of the next Policy Month following our approval of your Request. The Total Face Amount after the decrease must be at least $100,000.

For purposes of the incontestability provision of your Policy, any decrease in Total Face Amount will be applied in the following order:
first, to the most recent increase;
second, to the next most recent increases, in reverse chronological order; and
finally, to the initial Total Face Amount.

Surrenders and Withdrawals

Surrenders. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate. To surrender your Policy, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork

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necessary for you to Request the surrender of your Policy. The proceeds of a surrender will be payable within seven days of our receipt of the completed Request.

We will determine your Cash Surrender Value (minus any charges not previously deducted) as of the end of the first Valuation Date after we receive your Request for surrender.
If you withdraw part of the Cash Surrender Value, your Policy's death benefit will be reduced and you may incur taxes and tax penalties.

You may borrow from us using your Account Value as collateral.

A surrender may have tax consequences, including tax penalties. See “Federal Income Tax Considerations – Tax Treatment of Policy Benefits,” beginning on page 40 of this prospectus.

Partial Withdrawal. You may Request a partial withdrawal of Account Value at any time while the Policy is in force. The amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account. A partial withdrawal fee will be deducted from your Account Value for all partial withdrawals after the first made during the same Policy Year. This administrative fee is guaranteed to be no greater than $25. To Request a partial withdrawal, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to request a withdrawal from your Policy. The proceeds of any such partial withdrawal will be payable within seven days of our receipt of the completed Request.

The Death Benefit Proceeds will be reduced by the amount of any partial withdrawals.

Your Account Value will be reduced by the amount of a partial withdrawal. The amount of a partial withdrawal will be withdrawn from the Divisions and the Fixed Account in proportion to the amounts in the Divisions and the Fixed Account bearing on your Account Value. You cannot repay amounts taken as a partial withdrawal. Any subsequent payments received by us will be treated as additional Premium payments and will be subject to our limitations on Premiums.

A partial withdrawal may have tax consequences. See "Federal Income Tax Considerations - - Tax Treatment of Policy Benefits," beginning on page 40 of this prospectus.

Loans

Policy Loans. You may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made less any accrued loan interest and less the current monthly deductions remaining for the balance of the Policy Year. When a Policy loan is made, a portion of your Account Value equal to the amount of the Policy loan will be allocated to the Loan Account as collateral for the loan. This amount will not be affected by the investment experience of the Series Account while the loan is outstanding and will be subtracted from the Divisions in proportion to the amounts in the Divisions bearing on your Account Value. The minimum Policy loan amount is $500.

The interest rate on the Policy loan will be determined annually, using a simple interest formula, at the beginning of each Policy Year. Specific loan interest rate information can be obtained by calling 1-888-353-2654. That interest rate will be guaranteed for that Policy Year and will apply to all Policy loans outstanding during that Policy Year. Interest is due and payable on each Policy Anniversary. Interest not paid when due will be added to the principal amount of the loan and will bear interest at the loan interest rate.

Presently, the maximum interest rate for Policy loans is the Moody's Corporate Bond Yield Average - Monthly Average Corporates, which is published by Moody's Investor Service, Inc. If the Moody’s Corporate Bond Yield Average ceases to be published, the maximum interest rate for Policy loans will be derived from a substantially similar average adopted by your state's Insurance Commissioner.

We must reduce our Policy loan interest rate if the maximum loan interest rate is lower than the loan interest rate for the previous Policy Year by one-half of one percent or more.


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We may increase the Policy loan interest rate but such increase must be at least one-half of one percent. No increase may be made if the Policy loan interest rate would exceed the maximum loan interest rate. We will send you advance notice of any increase in the Policy loan rate.

Interest will be credited to amounts held in the Loan Account using a compound interest formula. The rate will be no less than the Policy loan interest rate then in effect less a maximum of 0.9%.

All payments we receive from you will be treated as Premium payments unless we have received notice, in form satisfactory to us, that the funds are for loan repayment. If you have a Policy loan, it is generally advantageous to repay the loan rather than make a Premium payment because Premium payments incur expense charges whereas loan repayments do not. Loan repayments will first reduce the outstanding balance of the Policy loan and then accrued but unpaid interest on such loans. We will accept repayment of any Policy loan at any time while the Policy is in force. Amounts paid to repay a Policy loan will be allocated to the Divisions in accordance with your allocation instructions then in effect at the time of repayment. Any amount in the Loan Account used to secure the repaid loan will be allocated back to the Sub-Accounts.

A Policy loan, whether or not repaid, will affect the Death Benefit Proceeds, payable upon the Insured's death, and the Account Value because the investment results of the Divisions do not apply to amounts held in the Loan Account. The longer a loan is outstanding, the greater the effect is likely to be, depending on the investment results of the Divisions while the loan is outstanding. The effect could be favorable or unfavorable.

Lapse and Reinstatement

Lapse and Continuation of Coverage. If you cease making Premium payments, coverage under your Policy and any riders to the Policy will continue until your Account Value, less any Policy Debt, is insufficient to cover the monthly deduction. When that occurs, the grace period will go into effect.

Grace Period. If the first day of a Policy Month occurs during the Valuation Period and your Account Value, less any Policy Debt, is not sufficient to cover the monthly deduction for that Policy Month, then your Policy will enter the grace period described below. If you do not pay sufficient additional Premiums during the grace period, your Policy will terminate without value.

The grace period will allow 61 days for the payment of Premium sufficient to keep the Policy in force. Any such Premium must be in an amount sufficient to cover deductions for the monthly risk charge, the service charge, the cost for any riders and any extra risk charge if the Insured is in a rated class for the next two Policy Months. Notice of Premium due will be mailed to your last known address or the last known address of any assignee of record at least 31 days before the date coverage under your Policy will cease. If the Premium due is not paid within the grace period, then the Policy and all rights to benefits will terminate without value at the end of the 61-day period. The Policy will continue to remain in force during this grace period. If the Death Benefit Proceeds become payable by us during the grace period, then any due and unpaid Policy charges will be deducted from the amount payable by us.

Termination of Policy. Your Policy will terminate on the earliest of the date we receive your Request to surrender, the expiration date of the grace period due to insufficient value or the date of death of the Insured. Upon lapse or termination, the Policy no longer provides insurance benefits.

Reinstatement. Before the Insured's death, we will reinstate your Policy, provided that the Policy has not been surrendered, and provided further that:
you make your reinstatement Request within three years from the date of termination;
you submit satisfactory Evidence of Insurability to us;
you pay an amount equal to the Policy charges which were due and unpaid at the end of the grace period;
you pay a Premium equal to four times the monthly deduction applicable on the date of reinstatement; and
you repay or reinstate any Policy loan that was outstanding on the date coverage ceased, including interest at 6.00% per year compounded annually from the date coverage ceased to the date of reinstatement of your Policy.

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A reinstated Policy's Total Face Amount may not exceed the Total Face Amount at the time of termination. Your Account Value on the reinstatement date will reflect:
the Account Value at the time of termination; plus
net Premiums attributable to Premiums paid to reinstate the Policy; less
the monthly expense charge; less
the monthly cost of insurance charge applicable on the date of reinstatement; less
The expense charge applied to Premium.

The effective date of reinstatement will be the date the application for reinstatement is approved by us.

Deferral of Payment. We will usually pay any amount due from the Series Account within seven days after the Valuation Date following your Request giving rise to such payment or, in the case of death of the Insured, Due Proof of such death. Payment of any amount payable from the Series Account on death, surrender, partial withdrawal, or Policy loan may be postponed whenever:
the NYSE is closed other than customary weekend and holiday closing, or trading on the NYSE is otherwise restricted;
the SEC, by order, permits postponement for the protection of Owners; or
an emergency exists as determined by the SEC, as a result of which disposal of securities is not reasonably practicable, or it is not reasonably practicable to determine the value of the assets of the Series Account.

Federal Income Tax Considerations

The following summary provides a general description of the federal income tax considerations associated with the Policy and does not purport to be complete or to cover all situations. This discussion is not intended as tax advice. You should consult counsel or other competent tax advisers for more complete information. This discussion is based upon our understanding of the Internal Revenue Service’s (the "IRS") current interpretation of current federal income tax laws. We make no representation as to the likelihood of continuation of the current federal income tax laws or of the current interpretations by the IRS. We do not make any guarantee regarding the tax status of any Policy or any transaction regarding the Policy.

The Policy may be used in various arrangements, including non-qualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the use of the Policy in any such arrangement is contemplated, you should consult a qualified tax adviser for advice on the tax attributes and consequences of the particular arrangement.

Tax Status of the Policy

A Policy has certain tax advantages when treated as a life insurance contract within the meaning of section 7702 of the Code. We believe that the Policy meets the section 7702 definition of a life insurance contract and will take whatever steps are appropriate and reasonable to attempt to cause the Policy to comply with section 7702. We reserve the right to amend the Policy to comply with any future changes in the Code, any regulations or rulings under the Code and any other requirements imposed by the IRS.

Diversification of Investments. Section 817(h) of the Code requires that the investments of each Division of the Series Account be "adequately diversified" in accordance with certain Treasury Department regulations. Disqualification of the Policy as a life insurance contract for failure to comply with the diversification requirements would result in the imposition on you of federal income tax at ordinary income tax rates with respect to the earnings allocable to the Policy in the year of the failure and all prior years prior to the receipt of payments under the Policy. We believe that the Divisions will be adequately diversified.


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Policy Owner Control. In connection with its issuance of temporary and proposed regulations under Section 817(h) in 1986, the Treasury Department announced that those regulations did not "provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor (i.e., the Owner), rather than the insurance company to be treated as the owner of the assets in the account" (which would result in the current taxation of the income on those assets to the Owner). In Revenue Ruling 2003-91, the IRS provided such guidance by describing the circumstances under which the owner of a variable contract will not possess sufficient control over the assets underlying the contract to be treated as the owner of those assets for federal income tax purposes. Rev. Rul. 2003-91 states that the determination of whether the owner of a variable contract is to be treated as the owner of the assets held by the insurance company under the contract will depend on all of the facts and circumstances. We do not believe that your ownership rights under the Policy would result in your being treated as the Owner of the assets of the Policy under Rev. Rul. 2003-91. However, we do not know whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance. Therefore, we reserve the right to modify the Policy as necessary to attempt to prevent an Owner from being considered the owner of a pro rata share of the assets of the Policy.

The following discussion assumes that your Policy will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy Benefits

Life Insurance Death Benefit Proceeds. In general, the amount of the Death Benefit Payable under your Policy is excludible from your Beneficiary’s gross income under the Code.

If the death benefit is not received in a lump sum and is, instead, applied under a proceeds option agreed to by us and the Beneficiary, payments generally will be prorated between amounts attributable to the death benefit, which will be excludible from the Beneficiary's income, and amounts attributable to interest (occurring after the Insured's death), which will be includable in the Beneficiary's income.

Tax Deferred Accumulation. Any increase in your Account Value is generally not taxable to you. If you receive or are deemed to receive amounts from the Policy before the Insured dies, see the following section entitled “Distributions” for a more detailed discussion of the taxability of such payments.

Depending on the circumstances, any of the following transactions may have federal income tax consequences:
the exchange of a Policy for a life insurance, endowment or annuity contract;
a change in the death benefit option;
a Policy loan;
a partial surrender;
a complete surrender;
a change in the ownership of a Policy;
a change of the named Insured; or
an assignment of a Policy.

In addition, federal, state and local transfer and other tax consequences of ownership or receipt of Death Benefit Proceeds will depend on your circumstances and those of the named Beneficiary. Whether partial withdrawals (or other amounts deemed to be distributed) constitute income subject to federal income tax depends, in part, upon whether your Policy is considered a MEC.

Surrenders. If you surrender your Policy, you will recognize ordinary income to the extent the Account Value exceeds the "investment in the contract," which is generally the total of Premiums and other consideration paid for the Policy, less all amounts previously received under the Policy to the extent those amounts were excludible from gross income.


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Modified Endowment Contracts. Section 7702A of the Code treats certain life insurance contracts as MECs. In general, a Policy will be treated as a MEC if total Premiums paid at any time during the first seven Policy Years exceed the sum of the net level Premiums which would have been paid on or before that time if the Policy provided for paid-up future benefits after the payment of seven level annual Premiums ("seven-pay test"). In addition, a Policy may be treated as a MEC if there is a "material change" to the Policy.

We will monitor your Premium payments and other Policy transactions and notify you if a payment or other transaction might cause your Policy to become a MEC. We will not invest any Premium or portion of a Premium that would cause your Policy to become a MEC without instruction to do so from you. We will promptly notify you or your agent of the excess cash received. We will not process the Premium payment unless we receive a MEC acceptance form or Policy change form within 48 hours of receipt of the excess funds. If paperwork is received that allows us to process the excess cash, the effective date will be the date of the new paperwork.

Further, if a transaction occurs which decreases the Total Face Amount of your Policy during the first seven years, we will retest your Policy, as of the date of its purchase, based on the lower Total Face Amount to determine compliance with the seven-pay test. Also, if a decrease in Total Face Amount occurs within seven years of a "material change," we will retest your Policy for compliance as of the date of the "material change." Failure to comply in either case would result in the Policy's classification as a MEC regardless of our efforts to provide a payment schedule that would not otherwise violate the seven-pay test.

The rules relating to whether a Policy will be treated as a MEC are complex and cannot be fully described in the limited confines of this summary. Therefore, you should consult with a competent tax adviser to determine whether a particular transaction will cause your Policy to be treated as a MEC.

Distributions

Distributions Under a Policy That Is Not a MEC. If your Policy is not a MEC, a distribution is generally treated first as a tax-free recovery of the "investment in the contract," and then as a distribution of taxable income to the extent the distribution exceeds the "investment in the contract." An exception is made for cash distributions that occur in the first 15 Policy Years as a result of a decrease in the death benefit or other change that reduces benefits under the Policy that are made for purposes of maintaining compliance with section 7702. Such distributions are taxed in whole or part as ordinary income (to the extent of any gain in the Policy) under rules prescribed in section 7702.

If your Policy is not a MEC, Policy loans and loans secured by the Policy are generally not treated as distributions. Such loans are instead generally treated as your indebtedness.

Finally, if your Policy is not a MEC, distributions (including distributions upon surrender), Policy loans and loans secured by the Policy are not subject to the ten percent additional tax applicable to distributions from a MEC.

Distributions Under Modified Endowment Contracts. If treated as a MEC, your Policy will be subject to the following tax rules:
First, partial withdrawals are treated as ordinary income subject to ordinary income tax up to the amount equal to the excess (if any) of your Account Value immediately before the distribution over the "investment in the contract" at the time of the distribution.
Second, Policy loans and loans secured by a Policy are treated as partial withdrawals and taxed accordingly. Any past-due loan interest that is added to the amount of the loan is treated as a loan.
Third, a ten percent additional penalty tax is imposed on that portion of any distribution (including distributions upon surrender), Policy loans, or loans secured by a Policy, that is included in income, except where the distribution or loan is made to a taxpayer that is a natural person, and:
1.
is made when the taxpayer is age 59½ or older;
2.
is attributable to the taxpayer becoming disabled; or
3.
is part of a series of substantially equal periodic payments (not less frequently than annually) for the duration of the taxpayer’s life (or life expectancy) or for the duration of the longer of the taxpayer’s or the Beneficiary's life (or life expectancies).

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Multiple Policies. All MECs issued by us (or our affiliates) to you during any calendar year will be treated as a single MEC for purposes of determining the amount of a Policy distribution that is taxable to you.

Treatment When Insured Reaches Attained Age 121. As described above, when the Insured reaches Attained Age 121, we will issue you a "paid-up" life insurance Policy. We believe that the paid-up life insurance Policy will continue to qualify as a "life insurance contract" under the Code. However, there is some uncertainty regarding this treatment. It is possible, therefore, that you would be viewed as constructively receiving the Cash Surrender Value in the year in which the Insured attains age 121 and would realize taxable income at that time, even if the Death Benefit Proceeds were not distributed at that time. In addition, any outstanding Policy Debt will be repaid at that time. This repayment may be treated as a taxable distribution to you, if your contract is not a MEC.

The IRS has issued Revenue Procedure 2010-28 providing a safe harbor concerning the application of Sections 7702 and 7702A to life insurance contracts that have mortality guarantees based on the 2001 CSO Table and which may continue in force after an insured attains age 100. If a contract satisfies all the requirements of Sections 7702 and 7702A using all of the Age 100 Safe Harbor Testing Method requirements set forth in Rev. Proc. 2010-28, the IRS will not challenge the qualification of that contract under Sections 7702 and 7702A. Rev. Proc. 2010-28 also states that “No adverse inference should be drawn with respect to the qualification of a contract as a life insurance contract under §7702, or its status as not a MEC under §7702A, merely by reason of a failure to satisfy all of the requirements of [the Age 100 Safe Harbor].”

Federal Income Tax Withholding. We are required to withhold 10% on that portion of a Policy distribution that is taxable, unless you direct us in writing not to do so at or before the time of the Policy distribution. As the Owner you are responsible for the payment of any taxes and early distribution penalties that may be due on Policy distributions.
Beginning in 2014, we may be required to withhold at a rate of 30% under the Foreign Account Tax Compliance Act ("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.

Actions to Ensure Compliance with the Tax Law. We believe that the maximum amount of Premiums we intend to permit for the Policies will comply with the Code definition of a "life insurance contract." We will monitor the amount of your Premiums, and, if you pay a Premium during a Policy Year that exceeds those permitted by the Code, we will promptly refund the Premium or a portion of the Premium before any allocation to the Funds. We reserve the right to increase the death benefit (which may result in larger charges under a Policy) or to take any other action deemed necessary to ensure the compliance of the Policy with the federal tax definition of a life insurance contract.

Trade or Business Entity Owns or Is Directly or Indirectly a Beneficiary of the Policy. Where a Policy is owned by other than a natural person, the Owner's ability to deduct interest on business borrowing unrelated to the Policy can be impacted as a result of its ownership of cash value life insurance. No deduction will be allowed for a portion of a taxpayer's otherwise deductible interest expense unless the Policy covers only one individual, and such individual is, at the time first covered by the Policy, a 20 percent owner of the trade or business entity that owns the Policy, or an officer, director, or employee of such trade or business.

Although this limitation generally does not apply to Policies held by natural persons, if a trade or business (other than one carried on as a sole proprietorship) is directly or indirectly the Beneficiary under a Policy (e.g., pursuant to a split-dollar agreement), the Policy will be treated as held by such trade or business. The effect will be that a portion of the trade or business entity's deduction for its interest expenses will be disallowed unless the above exception for a 20 percent owner, employee, officer or director applies.

The portion of the entity's interest deduction that is disallowed will generally be a pro rata amount which bears the same ratio to such interest expense as the taxpayer's average unborrowed cash value bears to the sum of the taxpayer's average unborrowed cash value and average adjusted bases of all other assets. Any corporate or business use of the life insurance should be carefully reviewed by your tax adviser with attention to these rules as well as any other rules and possible tax law changes that could occur with respect to corporate-owned life insurance.

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In Revenue Ruling 2011-9, the IRS held that the status of an insured as an employee “at the time first covered” for purposes of Section 264(f) does not carry over from a contract given up in a Section 1035 tax-free exchange to a contract received in such an exchange. Therefore, the pro rata interest expense disallowance exception of Section 264(f)(4) does not apply to new Policies received in Section 1035 tax-free exchanges unless such Policies also qualify for the exception provided by Section 264(f)(4) of the Code.

Employer-Owned Life Insurance. The Pension Protection Act of 2006 added a new section to the Code that denies the tax-free treatment of death benefits payable under an employer-owned life insurance contract unless certain notice and consent requirements are met and either (1) certain rules relating to the insured employee’s status are satisfied or (2) certain rules relating to the payment of the “amount received under the contract” to, or for the benefit of, certain beneficiaries or successors of the insured employee are satisfied. The new rules apply to life insurance contracts owned by corporations (including S corporations), individual sole proprietors, estates and trusts and partnerships that are engaged in a trade or business. Any business contemplating the purchase of a Policy on the life of an employee should consult with its legal and tax advisers regarding the applicability of the new legislation to the proposed purchase.

Split Dollar Life Insurance. A tax adviser should also be consulted with respect to the split dollar regulations if you have purchased or are considering the purchase of a Policy for a split dollar insurance plan. Any business contemplating the purchase of a new life insurance contract or a change in an existing contract should consult a tax adviser.

Alternative Minimum Tax. There may also be an indirect tax upon the income in the Policy or the proceeds of a Policy under the federal corporate alternative minimum tax, if the policy owner is subject to that tax.

Other Employee Benefit Programs. Complex rules may apply when a Policy is held by an employer or a trust, or acquired by an employee, in connection with the provision of employee benefits. These Policy owners also must consider whether the Policy was applied for by, or issued to, a person having an insurable interest under applicable state law, as the lack of insurable interest may, among other things, affect the qualification of the Policy as life insurance for federal income tax purposes and the right of the Beneficiary to death benefits. Employers and employer-created trusts may be subject to reporting, disclosure and fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended. You should consult your legal advisor.

Policy Loan Interest. Generally, no tax deduction is allowed for interest paid or accrued on any indebtedness under a Policy.

Change of Insured Rider. The Company makes no representations concerning the tax effects of the change of insured rider. Owners are responsible for seeking tax counsel regarding the tax effects of the Rider. The Company reserves the right to refund cash value exceeding allowable limits for tax exempt purposes, or that would be charged as current interest income to Owners.

Investment Income Surtax. In taxable years beginning in 2013, taxable distributions from life insurance policies are considered “investment income” for purposes of the newly enacted Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g., earnings) to individuals, trusts, and estates whose income exceeds certain threshold amounts as follows: an amount equal to the lesser of (a) “net investment income”; or (b) the excess of a taxpayer’s modified adjusted gross income over a specified income threshold ($250,000 for married couples filing jointly, $125,000 for married couples filing separately, and $200,000 for everyone else). The IRS has issued regulations that treat taxable distributions from life insurance policies as “Net investment income.” Please consult the impact of the Investment Income Surtax on you with a competent tax advisor.

Our Taxes. We are taxed as a life insurance company under part I of subchapter L of the Code. The operations of the Series Account are taxed as part of our operations.  Investment income and realized capital gains are not taxed to the extent that they are applied under the Policies. As a result of the Omnibus Budget Reconciliation Act of 1990, we are generally required to capitalize and amortize certain Policy acquisition expenses over a ten year period rather than currently deducting such expenses. This so-called "deferred acquisition cost" tax ("DAC tax") applies to the deferred acquisition expenses of a Policy and results in a significantly higher corporate income tax liability for Great-West. We reserve the right to adjust the amount of a charge to Premium to compensate us for these anticipated higher corporate

43


income taxes.

A portion of the expense charges applied to Premium is used to offset the federal, state or local taxes that we incur which are attributable to the Series Account or the Policy. We reserve the right to adjust the amount of this charge.

Summary.
We do not make any guarantees about the Policy's tax status.
We believe the Policy will be treated as a life insurance contract under federal tax laws.
Death benefits generally are not subject to federal income tax.
Investment gains are normally not taxed unless distributed to you before the Insured dies.
If you pay more Premiums than permitted under the seven-pay test, your Policy will be a MEC.
If your Policy becomes a MEC, partial withdrawals, Policy loans and surrenders may incur taxes and tax penalties.

Corporate Tax Shelter Requirements

The Company does not believe that any purchase of a Policy by an Owner pursuant to this offering will be subject to the tax shelter registration, customer list or reporting requirements under the Code and implementing regulations. All Owners that are corporations are advised to consult with their own tax and/or legal counsel and advisers, to make their own determination as to the applicability of the disclosure requirements of IRC § 6011 and Treas. Reg. Section 1.6011-4 to their federal income tax returns.

Legal Proceedings

There are no pending legal proceedings that would have an adverse material effect on the Series Account or on GWFS. Great-West is engaged in various kinds of routine litigation that, in our judgment, is not material to its total assets or material with respect to the Series Account.

Legal Matters

Pursuant to Commodity Futures Trading Commission Rule 4.5, Great-West has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Therefore, it is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.

Beverly A. Byrne, Senior Vice President, Legal and Chief Compliance Officer of Great-West, has passed upon all matters of Colorado law pertaining to the Policy, including the validity of the Policy and our right to issue the Policy under Colorado law. The law firm of Carlton Fields Jorden Burt, P.A., 1025 Thomas Jefferson St., N.W., Suite 400 East, Washington, D.C. 20007-5208, serves as special counsel to Great-West with regard to the federal securities laws.

Abandoned Property Requirements

Every state has unclaimed property laws that generally provide for escheatment to the state of unclaimed property (including proceeds of life insurance policies) under various circumstances. This “escheatment” is revocable, however, and the state is obligated to pay the applicable proceeds if the property owner steps forward to claim it with the proper documentation. To help prevent such escheatment, it is important that you keep your policy and other information on file with us up to date, including the names, contact information, and identifying information for owners, beneficiaries, and other payees. Such updates should be communicated by writing to the Company at 8515 E. Orchard Road, 9T2, Greenwood Village, CO 80111, by calling 888-353-2654, by sending an email to gwexecbenefits@greatwest.com or via the web at www.greatwest.com/executivebenefits.

Financial Statements

Great-West's consolidated financial statements, which are included in the Statement of Additional Information (“SAI”),

44


should be considered only as bearing on our ability to meet our obligations with respect to the death benefit and our assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Series Account.


1


Appendix A – Glossary of Terms

Unless otherwise defined in this prospectus, capitalized terms shall have the meaning set forth below.

Account Value – The sum of the value of your interests in the Divisions, the Fixed Account and the Loan Account. This amount reflects: (1) the Premiums you pay; (2) the investment performance of the Divisions you select; (3) any Policy loans or partial withdrawals; (4) your Loan Account balance; and (5) the charges we deduct under the Policy.

Attained Age – The age of the Insured, nearest birthday, as of the Policy Date and each Policy Anniversary thereafter.

Beneficiary – The person(s) named by the Owner to receive the Death Benefit Proceeds upon the death of the Insured.

Business Day – Any day that we are open for business. We are open for business every day that the NYSE is open for trading.

Cash Surrender Value – is equal to:
(a)
Account Value on the effective date of the surrender; less
(b)
outstanding Policy loans and accrued loan interest, if any; less
(c)
any monthly cost of insurance charges.

Corporate Headquarters – Great-West Life & Annuity Insurance Company, 8515 East Orchard Road, Greenwood Village, Colorado 80111, or such other address as we may hereafter specify to you by written notice.

Death Benefit Proceeds – The amount determined in accordance with the terms of the Policy which is payable at the death of the Insured. This amount is the death benefit, decreased by the amount of any outstanding Policy Debt, and increased by the amounts payable under any supplemental benefits.

Divisions – Divisions into which the assets of the Series Account are divided, each of which corresponds to and contains shares of a Fund. Divisions may also be referred to as "investment divisions" or "sub-accounts" in the prospectus, SAI or Series Account financial statements.

Due Proof – Such evidence as we may reasonably require in order to establish that Death Benefit Proceeds are due and payable.

Effective Date – The date on which the first Premium payment is credited to the Policy.

Evidence of Insurability – Information about an Insured that is used to approve or reinstate this Policy or any additional benefit.

Fixed Account – A division of our General Account that provides a fixed interest rate. This account is not part of and does not depend on the investment performance of the Sub-Accounts.

Fund – An underlying mutual fund in which a Division invests. Each Fund is an investment company registered with the SEC or a separate investment series of a registered investment company.

General Account – All of our assets other than those held in a separate investment account.

Initial Premium – The initial Premium amount specified in a Policy.

Insured – The person whose life is insured under the Policy.

Issue Age – The Insured’s age as of the Insured’s birthday nearest the Policy Date.

Issue Date – The date on which we issue a Policy.

Loan Account – All outstanding loans plus credited loan interest held in the General Account of the Company. The

A-1


Loan Account is not part of the Series Account.

Loan Account Value – The sum of all outstanding loans plus credited loan interest for this Policy.

MEC – Modified Endowment Contract. For more information regarding MECs, see “Modified Endowment Contracts” on page 41.

NYSE – New York Stock Exchange.

Owner – The person(s) named in the application who is entitled to exercise all rights and privileges under the Policy, while the Insured is living. The purchaser of the Policy will be the Owner unless otherwise indicated in the application.

Policy Anniversary – The same day in each succeeding year as the day of the year corresponding to the Policy Date.

Policy Date – The effective date of coverage under this Policy. The Policy Months, Policy Years and Policy Anniversaries are measured from the Policy Date.

Policy Debt – The principal amount of any outstanding loan against the Policy plus accrued but unpaid interest on such loan.

Policy Month – The one-month period commencing on the same day of the month as the Policy Date.

Policy Year – The one-year period commencing on the Policy Date or any Policy Anniversary and ending on the next Policy Anniversary.

Premiums – Amounts received and allocated to the Sub-Account(s) and the Fixed Account prior to any deductions.

Request – Any instruction in a form, written, telephoned or computerized, satisfactory to the Company and received in good order at the Corporate Headquarters from the Owner or the Owner’s assignee (as specified in a form acceptable to the Company) or the Beneficiary, (as applicable) as required by any provision of this Policy or as required by the Company. The Request is subject to any action taken or payment made by the Company before it was processed.

SEC – The United States Securities and Exchange Commission.

Series Account – The segregated investment account established by the Company as a separate account under Colorado law named the COLI VUL –2 Series Account. It is registered as a unit investment trust under the 1940 Act.

Sub-Account – Sub-division(s) of the Owner's Account Value containing the value credited to the Owner from the Series Account. Sub-Accounts may also be referred to as “investment divisions” or “Divisions” in the prospectus, SAI or Series Account financial statements.

Surrender Benefit – Account Value less any outstanding Policy loans and less accrued loan interest.

Total Face Amount – The amount of life insurance coverage you request as specified in your Policy.

Transaction Date – The date on which any Premium payment or Request from the Owner will be processed by the Company. Premium payments and Requests received after 4:00 p.m. EST/EDT will be deemed to have been received on the next Business Day. Requests will be processed and the Sub-Account value will be valued on the day that the Premium payments or Request is received and the NYSE is open for trading.

Transfer – The moving of money from one or more Division(s) or the Fixed Account to one or more Division(s) or the Fixed Account.

Unit – An accounting unit of measurement that we use to calculate the value of each Division.

Unit Value – The value of each Unit in a Division.

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Valuation Date – The date on which the net asset value of each Fund is determined. A Valuation Date is each day that the NYSE is open for regular business. The value of a Division’s assets is determined at the end of each Valuation Date (generally 4:00 p.m. EST/EDT). To determine the value of an asset on a day that is not a Valuation Date, the value of that asset as of the end of the previous Valuation Date will be used.

Valuation Period – The period of time from one determination of Unit Values to the next following determination of Unit Values. We will determine Unit Value for each Valuation Date as of the close of the NYSE (generally 4:00 p.m. EST/EDT) on that Valuation Date.


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The SAI is a document that includes additional information about the Series Account, including the financial statements of both Great-West and of each of the Divisions of the Series Account. The SAI is incorporated by reference as a matter of law into the prospectus, which means that it is legally part of the prospectus. The SAI is available upon request, without charge. To request the SAI or other information about the Policy, or to make any inquires about the Policy, contact Great-West toll-free at 888-353-2654 or via email at www.greatwest.com/executivebenefits.

Information about the Series Account (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Reports and other information about the Series Account are available on the SEC’s website at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by writing at the Public Reference Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549-0102.





Investment Company Act File No. 811-09201


A-4
 
Great-West Life & Annuity Insurance Company
A Stock Company
8515 East Orchard Road
Greenwood Village, Colorado 80111
(303) 737-3000

Executive Benefit VUL — Prospectus

A Flexible Premium Variable Universal Life Insurance Policy
offered by Great-West Life & Annuity Insurance Company
in connection with its COLI VUL-2 Series Account

This prospectus describes a flexible premium variable universal life insurance policy (the "Policy") offered by Great-West Life & Annuity Insurance Company ("Great-West," "Company, " "we," “our” or "us"). The Policy offered under this prospectus is no longer issued to new purchasers. The Policy offered under this prospectus has not been offered for sale since April 30, 2011; however, you may make additional Premium payments as permitted under your Policy.
The Policy is designed for use by corporations and employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. The Policy is designed to meet the definition of a "life insurance contract" for federal income tax purposes.
The Policy allows "you," the Owner, within certain limits to:
choose the type and amount of insurance coverage you need and increase or decrease that coverage as your insurance needs change;
choose the amount and timing of Premium payments, within certain limits;
allocate Premium payments among the available investment options and Transfer Account Value among available investment options as your investment objectives change; and
access your Account Value through loans and partial withdrawals or total surrenders.

This prospectus contains important information you should understand before purchasing a Policy, including a description of the material rights and obligations under the Policy. We use certain special terms that are defined in Appendix A. Your Policy and any endorsements are the formal contractual agreement between you and the Company. It is important that you read the Policy and endorsements which reflect other variations. You should keep this prospectus on file for future reference. The Policy that we are currently issuing, Executive Benefit VUL II, is offered under a separate prospectus.

The Policy and Fixed Account endorsement (and optional Term Life Insurance Rider) that we issued until April 30, 2011 became available on January 1, 2009. The Policy and optional Term Life Insurance Rider described in this prospectus are based on state-required 2001 CSO mortality tables, as defined below. Before January 1, 2009, we issued an earlier version of the Policy (“Pre-2009 Policy”) and optional Rider, which were based on 1980 CSO mortality tables. Many of the Pre-2009 Policies and optional Riders still remain outstanding. The Pre-2009 Policy differs somewhat from the Policy that we issued until April 30, 2011, and certain of the information in this prospectus, therefore, does not apply to those Pre-2009 Policies. Appendix B to this prospectus explains the information that applies instead to the Pre-2009 Policy and Pre-2009 optional Rider. Therefore, if you own a Pre-2009 Policy (issued prior to January 1, 2009), you should also refer to Appendix B at the end of this prospectus for information about how your Pre-2009 Policy and optional Rider differs from the Policy that we issued until April 30, 2011.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.


The date of this prospectus is May 1, 2014



1


Table of Content
Summary of the Policy and its Benefits.
5

Policy Risks
7

Fund Risks
8

Fee Tables
9

Transaction Fees
9

Periodic Charges Other Than Fund Operating Expenses
10

Supplemental Benefit Charges
11

Total Annual Fund Operating Expenses
11

Description of Depositor, Registrant, and Funds
12

Great-West Life & Annuity Insurance Company
12

The Series Account
12

The Investment Options and Funds
12

Payments We Receive
13

Payments We Make
13

Fund Investment Objectives
14

Fixed Account
19

Employer-Financed Insurance Purchase Arrangements--Tax and Other Legal Issues
20

Charges and Deductions
21

Expense Charge Applied to Premium
21

Mortality and Expense Risk Charge
22

Monthly Deduction
22

Monthly Risk Rates
22

Service Charge
23

Transfer Fee
23

Partial Withdrawal Fee
23

Surrender Charges
23

Change of Death Benefit Option Fee
23

Fund Expenses
23

General Description of Policy
23

Policy Rights
24

Owner
24

Beneficiary
24

Policy Limitations
24

Allocation of Net Premiums
24

Transfers Among Divisions
24

Fixed Account Transfers
25

Market Timing & Excessive Trading
25

Exchange of Policy
26

Age Requirements
26

Policy or Registrant Changes
26

Addition, Deletion or Substitution of Investment Options
26

Entire Contract
27

Alteration
27


2


Table of Content
Modification
27

Assignments
27

Notice and Elections
27

Account Value
27

Net Investment Factor
28

Splitting Units
29

Other Provisions and Benefits
29

Misstatement of Age or Sex (Non-Unisex Policy)
29

Suicide
29

Incontestability
29

Paid-Up Life Insurance
30

Supplemental Benefits
30

Term Life Insurance Rider
30

Change of Insured Rider
31

Report to Owner
31

Dollar Cost Averaging
31

Rebalancer Option
31

Non-Participating
32

Premiums
32

Policy Application, Issuance and Initial Premium
32

Free Look Period
32

Premium
33

Net Premiums
33

Planned Periodic Premiums
33

Death Benefits
33

Death Benefit
33

Changes in Death Benefit Option
34

Changes in Total Face Amount
34

Surrenders and Withdrawals
35

Surrenders
35

Partial Withdrawal
35

Loans
36

Policy Loans
36

Lapse and Reinstatement
36

Lapse and Continuation of Coverage
36

Grace Period
36

Termination of Policy
37

Reinstatement
37

Deferral of Payment
37

Federal Income Tax Considerations
37

Tax Status of the Policy
38

Diversification of Investments
38

Policy Owner Control
38


3


Table of Content
Tax Treatment of Policy Benefits
38

Life Insurance Death Benefit Proceeds
38

Tax Deferred Accumulation
38

Surrenders
39

Modified Endowment Contracts
39

Distributions
39

Distributions Under a Policy that is Not a Modified Endowment Contract
39

Distributions Under Modified Endowment Contracts
39

Multiple Policies
40

Treatment When Insured Reaches Attained Age 121
40

Federal Income Tax Withholding
40

Actions to Ensure Compliance with the Tax Law
40

Trade or Business Entity Owns or is Directly or Indirectly a Beneficiary of the Policy
40

Employer Owned Life Insurance
41

Our Taxes
41

Corporate Tax Shelter Requirements
42

Legal Proceedings
42

Legal Matters
42

Abandoned Property Requirements
42

Financial Statements
43

Appendix A - Glossary of Terms
A-1

Appendix B - Information About How A Pre-2009 Policy and Optional Term Insurance Rider (Issued Prior to January 1, 2009) Differs from the Policy and Optional Rider that We Issued until April 30, 201144
B-1



4


Summary of the Policy and its Benefits

This is a summary of some of the most important features of your Policy. The Policy is more fully described in the remainder of this prospectus. Please read this prospectus carefully. Unless otherwise indicated, the description of the Policy in this prospectus assumes that the Policy is in force, there is no Policy Debt and current federal tax laws apply.

1. Corporate-Owned Variable Life Insurance. We will issue Policies to corporations and employers and to certain individuals to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. We will issue Policies on the lives of prospective Insureds who meet our underwriting standards.

2. The Series Account. We have established a separate account to fund the variable benefits under the Policy. The assets of the Series Account are insulated from the claims of our general creditors.

3. Premium Payments. You must pay us an Initial Premium to put your Policy in force. The minimum Initial Premium will vary based on various factors, including the age of the Insured and the death benefits option you select, but may not be less than $100.00. Thereafter, you choose the amount and timing of Premium payments, within certain limits.

4. Fixed Account. You may allocate some or all of your net payments and/or make Transfers from the Sub-Accounts to the Fixed Account. The Fixed Account is part of our General Account. We own the assets in the General Account, and we use these assets to support our insurance and annuity obligations other than those funded by our separate accounts. These Fixed Account assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over investment of the Fixed Account assets. We bear the full investment risk for all amounts allocated or transferred to the Fixed Account.

We guarantee that the amounts allocated to the Fixed Account will be credited interest at a net effective annual interest rate of at least 3.00%, the minimum interest rate provide in your Policy. At our discretion, we will review the interest rate at least once a year. We may reset the interest rate monthly. The Fixed Account is not affected by the investment performance of the Sub-Accounts. Policy value in the Fixed Account will be reduced by the Policy fees and charges we deduct and the effects of any Policy transactions (loans, withdrawals, and Transfers) on your Policy value in the Fixed Account.
  
5. Free Look Period. You may return your Policy to us for any reason within ten days of receiving it, or such longer period as required by applicable state law (in some states, up to 30 days for replacement policies), and depending on state law, receive (i) the greater of your Premiums, less any withdrawals, or your Account Value, or (ii) your Account Value plus the return of any expense charges deducted. The money you contribute to the Policy will be invested at your direction, except that in some states during your free look period your Premiums will be allocated to the Great-West Money Market Division.

6. Investment Options and Funds. You may allocate your net Premium payments among the available investment divisions ("Divisions") or the Fixed Account.

Each Division invests exclusively in shares of a single Fund. Each Fund has its own distinct investment objective and policies, which are described in the accompanying prospectuses for the Funds.

You may Transfer amounts from one Division to another or the Fixed Account, subject to the restrictions described herein.

7. Death Benefit. You may choose from among two death benefit options –

1.
a fixed benefit equal to the Total Face Amount of your Policy; or
2.
a variable benefit equal to the sum of the Total Face Amount and your Account Value.

For each option, the death benefit may be greater if necessary to satisfy federal tax law requirements.

5



We will deduct any outstanding Policy Debt and unpaid Policy charges before we pay a death benefit. In addition, prior partial withdrawals may reduce the Death Benefit Proceeds under the first option.

At any time, you may increase or decrease the Total Face Amount, subject to our approval and other requirements set forth in the Policy.

After the first Policy Year, you may change your death benefit option once each Policy Year.

8. Account Value. Your Account Value will reflect –

1.
the Premiums you pay;
2.
the investment performance of the Divisions you select;
3.
the value of the Fixed Account.
4.
any Policy loans or partial withdrawals;
5.
your Loan Account balance; and
6.
the charges we deduct under the Policy.

9. Accessing Your Account Value. You may borrow from us using your Account Value as collateral. Loans may be treated as taxable income if your Policy is a "modified endowment contract" (“MEC”) for federal income tax purposes and you have had positive net investment performance.

There are no surrender charges associated with your Policy. You may surrender your Policy for its Cash Surrender Value plus return of expense charge, if applicable. The return of expense charge is a percentage of your Account Value and is described in greater detail on .

You may withdraw a portion of your Account Value at any time while your Policy is in force.

A withdrawal may reduce your death benefit.

We will charge an administrative fee not greater than $25 per withdrawal on partial withdrawals after the first in a Policy Year.

10. Supplemental Benefits. The following optional riders are available –

1.
term life insurance; and
2.
change of Insured (not available to individual Owners).

We will deduct the cost, if any, of the rider(s) from your Account Value on a monthly basis.

11. Paid-Up Life Insurance. If the Insured reaches Attained Age 121 and your Policy is in force, the Account Value, less Policy Debt, will be applied as a single Premium to purchase "paid-up" insurance. "Paid-up" insurance is a policy where all premiums have been paid and there are no additional premiums due. Your Account Value will remain in the Series Account allocated to the Divisions or the Fixed Account in accordance with your instructions. The death benefit under this paid-up insurance will be fixed by the Internal Revenue Code of 1986, as amended (“Code”) for Insureds age 99. As your Account Value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly.

12. Reinstatement. If your Policy terminates due to insufficient value, we will reinstate it within three years at your Request, subject to certain conditions.

13. Surrenders. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate.

If you withdraw part of the Cash Surrender Value, your Policy’s death benefit may be reduced and you may incur taxes and tax penalties.

6



14. Partial Withdrawal. You may Request a partial withdrawal of Account Value at any time while the Policy is in force. The amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account.

The Death Benefit Proceeds and your Account Value will be reduced by the amount of any partial withdrawals.

15. Policy Loans. You may borrow from us using your Account Value as collateral. You may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made.

The minimum Policy loan amount is $500.

16. Changes in Total Face Amount. You may increase or decrease the Total Face Amount of your Policy at any time. Each increase or decrease in the Total Face Amount must be at least $25,000. Minimum face amount is $100,000.

17. Target Premium. Your target Premium is actuarially determined and will depend on the initial Total Face Amount of your Policy, your Issue Age, your sex (except in unisex states), and rating class (if any) and equals the maximum Premium payable such that the Policy remains compliant with the Code. The target Premium is used to determine your expense charged applied to the Premium and the sales compensation we pay. Payment of the target premium does not guarantee that your Policy will not lapse, and you may need to pay additional Premiums to keep your Policy in force. Each increase to the Total Face Amount is considered to be a new segment to the Policy. Each segment will have a separate target Premium associated with it.

18. State Variations. Policies issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. These differences include, among other things, free look rights, issue age limitations, and the general availability of riders. This prospectus describes the material rights and obligations of an Owner, and the maximum fees and charges for all Policy features and benefits are set forth in the fee table of this prospectus. See your Policy for specific variations because any such state variations will be included in your Policy or in riders or endorsements attached to your Policy. See your agent or contact us for specific information that is applicable to your state.

Policy Risks

1. Account Value Not Guaranteed. Your Account Value is not guaranteed. Your Account Value fluctuates based on the performance of the investment options you select. The investment options you select may not perform to your expectations. Your Account Value may also be affected by charges under your Policy.

2. Not Suitable as Short-Term Savings Vehicle. The Policy is designed for long-term financial planning. Accordingly, you should not purchase the Policy if you need access to the Account Value within a short time. Before purchasing a Policy, consider whether the long-term nature of the Policy is consistent with the purposes for which it is being considered.

3. Risk of Contract Lapse. Your Policy may terminate if your Account Value at the beginning of any Policy Month is insufficient to pay the Policy’s monthly charges.

If your Policy would terminate due to insufficient value, we will send you notice and allow you a 61-day grace period.

If, within the grace period, you do not make a Premium payment sufficient to cover all accrued and unpaid charges and deductions, your Policy will terminate at the end of the grace period without further notice.

4. Limitations on Withdrawals. Partial withdrawals of Account Value are permitted at any time the Policy is in force. As noted above, the amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account. A maximum administrative fee of $25 will be deducted from your Account Value for all partial withdrawals after the first made in the same Policy Year. Please note that withdrawals reduce your Account Value and your Death Benefit Proceeds. In addition, withdrawals may have tax consequences.

7



5. Limitations on Transfers. Subject to our rules as they may exist from time to time, you may at any time Transfer to another Division all or a portion of the Account Value allocated to a Division. Certain limitations apply to Transfers into and out of the Fixed Account. See "Fixed Account Transfers" on page 28.

6. Limitations or Charges on Surrender of Policy. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. Upon surrender of your Policy, the insurance coverage and all other benefits under the Policy will terminate.

There are no surrender charges associated with your Policy. However, the surrender of your Policy may have tax consequences.

7. Risks of Taking a Policy Loan. As noted above, you may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made. The minimum Policy loan amount is $500.

Taking a Policy loan may increase the risk that your Policy will lapse, will reduce your Account Value, and may reduce the death benefit. In addition, if your Policy is a MEC for tax purposes, taking a Policy loan may have tax consequences.

8. Adverse Tax Consequences. Your Policy is structured to meet the definition of a life insurance contract under the Code. Current federal tax law generally excludes all death benefits from the gross income of the Beneficiary of a life insurance policy. Generally, you are not taxed on any increase in the Account Value until it is withdrawn, but are taxed on surrender proceeds and the proceeds of any partial withdrawals if those amounts, when added to all previous non-taxable distributions, exceed the total Premium paid. Amounts received upon surrender or withdrawals in excess of Premiums are treated as ordinary income.

Under certain circumstances, a Policy may become a MEC for federal tax purposes. This may occur if you reduce the Total Face Amount of your Policy or pay excessive Premiums. We will monitor your Premium payments and other Policy transactions and notify you if a payment or other transaction might cause your Policy to become a MEC without your written permission. We will not invest any Premium or portion of a Premium that would cause your Policy to become a MEC, but instead will promptly refund the money to you. If you elect to have a MEC contract, you can return the money to us with a signed form of acceptance.

Under current tax law, Death Benefit Proceeds under MECs generally are excluded from the gross income of the Beneficiary. Withdrawals and Policy loans, however, are treated first as income, to the extent of any gain, and then as a return of Premium. The income portion of the distribution is includable in your taxable income and taxed at ordinary income tax rates. A 10% penalty tax is also generally imposed on the taxable portion of any amount received before age 59 ½.

9. General Account Risk. Great-West's general obligations and any guaranteed benefits under the Policy are supported by our General Account (and not by the Series Account) and are subject to Great-West's claims-paying ability. An Owner should look to the financial strength of Great-West for its claims-paying ability. Assets in the General Account are not segregated for the exclusive benefit of any particular Policy or obligation. General Account assets are also available to Great-West's general creditors and the conduct of our routine business activities, such as the payment of salaries, rent and other ordinary business expenses. For more information about Great-West's financial strength, you may review our financial statements and/or check our current rating with one or more of the independent sources that rate insurance companies for their financial strength and stability. Such ratings are subject to change and have no bearing on the performance of the Funds.


Fund Risks

The Policy currently offers several variable investment options, each of which is a Division of the Series Account. Each Division uses its assets to purchase, at their net asset value, shares of a Fund. The Divisions are referred to as “variable” because their investment experience depends upon the investment experience of the Funds in which they invest.

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We do not guarantee that the Funds will meet their investment objectives. Your Account Value may increase or decrease in value depending on the investment performance of the Funds. You bear the risk that those Funds may not meet their investment objectives. A comprehensive discussion of the risks of each Fund may be found in each Fund’s prospectus, including detailed information concerning investment objectives, strategies, and their investment risk. You may obtain a copy of the Fund prospectuses without charge by contacting us at 888-353-2654. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the Fund's prospectus.

Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Policy. The first table describes the fees and expenses that you will pay at the time that you buy the Policy, surrender the Policy, or Transfer cash value between investment options.


Transaction Fees


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Charge
When Charge is Deducted
Amount Deducted
Maximum Expense Charge Imposed on Premium*
Upon each Premium payment
Maximum: 10% of Premium

Current: 9.0% of Premium up to target and 6.5% of Premium
in excess of target

Sales Load**
Upon each Premium payment
Maximum: 6.5% of Premium

Current: 5.5% of Premium up to target and 3.0% of Premium in excess of target
Premium Tax**
Upon each Premium payment
Maximum: 3.5% of Premium

Partial Withdrawal Fee
Upon partial withdrawal
Maximum: $25 deducted from Account Value for all partial withdrawals after the first made in the same Policy Year.

Change of Death Benefit Option Fee
Upon change of option
Maximum: $100 deducted from Account Value for each change of death benefit option.

Transfer Fee
At time of Transfer for all Transfers in excess of 12 made in the same Policy Year

Maximum: $10/Transfer
Loan Interest
Upon issuance of Policy loan
Maximum: the Moody’s Corporate Bond Yield Average – Monthly Average Corporates

* The Expense Charge consists of the Sales Load plus the Premium Tax.
** The Sales Load and Premium Tax comprise (and are not in addition to) the Expense Charge.

The next table describes the fees and expenses that you will pay periodically during the time that you own the Policy, not including Fund fees and expenses.

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Periodic Charges Other Than Fund Operating Expenses

Charge
When Charge is Deducted
Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)

 
 
Minimum & Maximum Cost of Insurance Charge

Monthly
Guaranteed:
Minimum: $0.02 per $1000.
Maximum: $83.33 per $1000.

Cost of Insurance Charge for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)

Monthly
Guaranteed:

$0.21 per $1000.


Mortality and Expense Risk Charge
Monthly
Guaranteed: 0.90% (of average daily net assets) annually.

Current: 0.40% for Policy Years 1-5, 0.25% for Policy Years 6-20, and 0.10% thereafter.


Service Charge


Monthly
Maximum: $15/month

Current: $10.00/month, Policy Years 1-3 and $7.50/month, Policy Years 4+


Supplemental Benefit Charges

Currently, we are offering the following supplemental optional riders. The charges for the rider you select are deducted monthly from your Account Value as part of the Monthly Deduction described on page 24 of this prospectus. The benefits provided under each rider are summarized in “Other Provisions and Benefits” beginning on page 32 below.

Change of Insured Rider*
Upon change of Insured
Minimum: $100 per change.
Maximum: $400 per change.
Change of Insured Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)*

 
$400 per change.
Term Life Insurance Rider
Monthly
Guaranteed:
Minimum COI: $0.02 per $1000.

Maximum COI: $83.33 per $1000.

Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)
Monthly
Guaranteed:

$0.21 per $1000.
*/ Not available to individual Owners.

The next table shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the time that you own the Policy. More detail concerning each Fund’s fee and expenses is contained in the prospectus for each Fund.


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Total Annual Fund Operating Expenses1 
(Expenses that are deducted from Fund assets, including management fees,
distribution and/or service (12b-1) fees, and other expenses)

 
Minimum
Maximum

Total Annual Fund Operating

.29%
2.13%

THE ABOVE EXPENSES FOR THE FUNDS WERE PROVIDED BY THE FUNDS. WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

1 Expenses are shown as a percentage of a Fund's average net assets as of December 31, 2013. The expenses above include fees and expenses incurred indirectly by the Great-West Profile Funds and the Great-West Lifetime Funds as a result of investing in shares of acquired funds, if any. The range of expenses above does not show the effect of any fee waiver or expense reimbursement arrangements. The advisers and/or other service providers of certain Funds have agreed to waive their fees and/or reimburse the Funds’ expenses in order to keep the expenses below specified limits. In some cases, these expense limitations may be contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. Please see the prospectus for each Fund for information regarding the expenses for each Fund, including fee reduction and/or expense reimbursement arrangements, if applicable. The management fees and other expenses of the Funds are more fully described in the Fund prospectuses.

Description of Depositor, Registrant, and Funds

Great-West Life & Annuity Insurance Company

Great-West is a stock life insurance company organized under the laws of the state of Colorado. Our offices are located at 8515 East Orchard Road, Greenwood Village, Colorado 80111.

We are authorized to do business in 49 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands and Guam. We issue individual and group life insurance policies and annuity contracts and accident and health insurance policies.

Great-West 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 Series Account

The Series Account is a segregated asset account of Great-West. We use the Series Account to fund benefits payable under the Policy. The Series Account may also be used to fund benefits payable under other life insurance policies issued by us.

We own the assets of the Series Account, which we hold separate and apart from our General Account assets. The

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income, gains or losses, realized or unrealized, from assets allocated to the Series Account are credited to or charged against the Series Account without regard to our other income, gains or losses. The income, gains, and losses credited to, or charged against, the Series Account reflect the Series Account’s own investment experience and not the investment experience of Great-West’s other assets. The assets of the Series Account may not be used to pay any liabilities of Great-West other than those arising from the Policies (and any other life insurance policies issued by us and funded by the Series Account).

In calculating our corporate income tax liability, we derive certain corporate income tax benefits associated with the investment of company assets, including Series Account assets that are treated as company assets under applicable income tax law. These benefits, which reduce our overall corporate income tax liability may include dividends received deductions and foreign tax credits which can be material. We do not pass these benefits through to the Series Account or our other separate accounts, principally because: (i) the great bulk of the benefits results from the dividends received deduction, which involves no reduction in the dollar amount of dividends that the Series Account receives; and (ii) under applicable income tax law, Owners are not the owners of the assets generating the benefits.

Great-West is obligated to pay all amounts promised to Owners under the Policies (and any other life insurance policies issued by us and funded by the Series Account).

We will at all times maintain assets in the Series Account with a total market value at least equal to the reserves and other liabilities relating to the variable benefits under all policies participating in the Series Account.

The Series Account is divided into Divisions. Each Division invests exclusively in shares of a corresponding Fund. We may in the future add new or delete existing Divisions. The income, gains or losses, realized or unrealized, from assets allocated to each Division are credited to or charged against that Division without regard to the other income, gains or losses of the other Divisions.

All amounts allocated to a Division will be used to purchase shares of the corresponding Fund. The Divisions will at all times be fully invested in Fund shares. We maintain records of all purchases and redemptions of shares of the Funds.

The Investment Options and Funds
The Policy offers a number of Divisions or Sub-Accounts. Each Division invests in a single Fund. Each Fund is a mutual fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”), or a separate series of shares of such a mutual fund. More comprehensive information, including a discussion of potential risks, is found in the current prospectuses for the Funds. The fund prospectuses should be read in connection with this prospectus. YOU MAY OBTAIN A PROSPECTUS AND, IF AVAILABLE, A FUND SUMMARY, CONTAINING COMPLETE INFORMATION ON EACH FUND, WITHOUT CHARGE, UPON REQUEST BY CONTACTING US AT 888-353-2654. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the Fund's prospectus.

Each Fund holds its assets separate from the assets of the other Funds, and each Fund has its own distinct investment objective and policies. Each Fund operates as a separate investment fund, and the income, gains and losses of one Fund generally have no effect on the investment performance of any other Fund.

The Funds are NOT available to the general public directly. The Funds are available as investment options in variable life insurance policies or variable annuity contracts issued by life insurance companies or, in some cases, through participation in certain qualified pension or retirement plans.

Some of the Funds have been established by investment advisers that manage publicly available mutual funds having similar names and investment objectives. While some of the Funds may be similar to, and may in fact be modeled after publicly available mutual funds, the Funds are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and any similarly named Fund may differ substantially.

Payments We Receive. Some of the Funds’ investment advisers or affiliates may compensate us for providing the administrative, recordkeeping and reporting services they would normally be required to provide for individual shareholders or cost savings experienced by the investment advisers or affiliates of the Funds. Such compensation is

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typically a percentage of Series Account assets invested in the relevant Fund and generally may range up to 0.35% of net assets. GWFS Equities, Inc. (“GWFS”), a broker-dealer and subsidiary of Great-West and the principal underwriter and distributor of the Policy, may also receive Rule 12b-1 fees (ranging up to 0.25%) directly from certain Funds for providing distribution related services related to shares of Funds offered in connection with a Rule 12b-1 plan. If GWFS receives 12b-1 fees, combined compensation for administrative and distribution related services generally ranges up to 0.60% annually of Series Account assets invested in a Fund.

If you purchased the Policy through a broker-dealer or other financial intermediary (such as a bank), the Funds and their related companies may pay the intermediary for services provided with regard to the sale of Fund shares to the Divisions under the Policy. The amount and/or structure of the compensation can possibly create conflict of interest as it may influence the broker-dealer or other intermediary and your salesperson to present this Policy (and certain Divisions under the Policy) over other investment alternatives. The variations in compensation, however, may also reflect differences in sales effort or ongoing customer services expected of the broker-dealer or other intermediary or your salesperson. You may ask your salesperson about variations and how he or she and his or her broker-dealer are compensated for selling the Policy or visit your financial intermediary's Web site for more information.

Payments We Make. In addition to the direct cash compensation described above for sales of the Policies, Great-West and/or its affiliates may also pay GWFS agents additional cash and non-cash incentives to promote the sale of the Policies and other products distributed by GWFS, including Funds of Great-West Funds, Inc., which are available Funds under the Policies. Great-West and/or its affiliates may sponsor various contests and promotions subject to applicable FINRA regulations in which GWFS agents may receive prizes such as travel awards, merchandise and cash. Subject to applicable FINRA regulations, Great-West and/or its affiliates may also pay for travel expenses, meals, lodging and entertainment of salespersons in connection with educational and sales promotional programs and sponsor speakers, educational seminars and charitable events.

Cash incentive payments may vary depending on the arrangement in place at any particular time. Cash incentives payable to GWFS agents may be based on certain performance measurements, including a percentage of the net amount invested in certain Funds available under the Policy. These additional payments could be viewed as creating conflicts of interest. In some cases, the payment of incentive-based compensation may create a financial incentive for a GWFS agent to recommend or sell the Policy instead of other products or recommend certain Funds under the Policy over other Funds, which may not necessarily be to your benefit.

Closed Divisions. Effective April 1, 2004, the Divisions investing in the following Funds were closed to new Owners: American Century VP International Fund (Class I Shares), American Century VP Income & Growth Fund (Class I Shares), AIM V.I. Core Stock Fund (now known as the Invesco V.I. Core Equity Fund) (Class I Shares) and Neuberger Berman AMT Guardian Portfolio (I Shares). However, Owners with amounts invested in the aforementioned Divisions as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2005, the Divisions investing in the following Funds were closed to new Owners: AIM V.I. Technology Fund (Series I Shares), Federated American Leaders Fund II (Primary Shares) (now known as Federated Clover Value Fund II (Primary Shares)), Federated International Equity Fund II, Fidelity VIP Growth Portfolio (Service Class 2 Shares); Janus Aspen Worldwide Growth Portfolio (Institutional Shares), Maxim Small-Cap Growth Portfolio (formerly the Maxim Trusco Small-Cap Growth Portfolio, which was formerly the Maxim MFS® Small-Cap Growth Portfolio), Neuberger Berman AMT Mid-Cap Growth Portfolio (I Shares). However, Owners with amounts invested in the aforementioned Divisions as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2005, the Division investing in the following Fund was closed to all Owners: AIM V.I. Financial Services Fund (Series I Shares). Premium payments and Transfers are not permitted into this Division.

Effective May 1, 2006, the Division investing in Maxim Ariel Mid-Cap Value Portfolio was closed to new Owners. However, Owners with amounts invested in this Fund as of May 1, 2006, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Effective February 23, 2007, the Division investing in Dreyfus IP Emerging Leaders Portfolio (Initial Shares) was closed to all Owners and no Premium payments or Transfers are permitted into this Division.

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Effective May 1, 2007, the Divisions investing in the following Funds were closed to new Owners: AIM V.I. Global Health Care (Series I Shares), American Century VP Ultra (Class I Shares) and Dreyfus VIF Appreciation Portfolio (Initial Shares). However, Owners with amounts transferred in the aforementioned Divisions as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2008, the Divisions investing in the following Funds were closed to new Owners: Dreyfus IP Technology Growth (Initial Shares), Federated High Income Bond Fund II (Primary Shares), Neuberger Berman AMT Small Cap Growth (S Shares) (formerly Neuberger Berman AMT Fasciano (S Shares)). However, Owners with amounts transferred in the aforementioned Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2009, the Divisions investing in the following Funds were closed to new Owners: Dreyfus IP MidCap Stock (Initial Shares); Fidelity VIP Investment Grade Bond (Service Class 2 Shares); and Neuberger Berman AMT Partners (I Shares).

Effective May 1, 2009, each of the following three Putnam Funds (IB Shares) are replaced with IA Shares: Putnam VT High Yield Fund; Putnam VT International New Opportunities Fund; and Putnam VT MidCap Value Fund.

Effective April 30, 2010, the Division investing in the Federated Kaufmann Fund is closed to new Owners, however, Owners with amounts transferred in to aforementioned Division as of April 30, 2010, may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Effective April 30, 2013, the Great-West Invesco ADR Fund was merged into the Great-West MFS International Value Fund.

Effective May 1, 2013, the Division investing in the following Fund was closed to new Owners: Invesco VI Global Health Care Fund. Owners with amounts invested in this Fund as of May 1, 2013, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Effective May 1, 2014, the Divisions investing in the following Funds were closed to new owners: Columbia VP Small Cap Value Fund and Putnam VT Global Health Care Fund. Owners with amounts invested in these Funds as of May 1, 2014, may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

Fund Investment Objectives. The investment objectives of the Funds are briefly described below:

Alger Portfolios (advised by Fred Alger Management, Inc.)

Alger Small Cap Growth Portfolio (Class I-2 Shares) The Fund seeks long-term capitalization.

American Century Variable Portfolios, Inc. (advised by American Century Investment Management, Inc.)

American Century Investments VP Income & Growth Fund (Class I Shares) The Fund seeks capital growth. Income is a secondary objective. Effective April 1, 2004, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

American Century Investments VP International Fund (Class I Shares) The Fund seeks capital growth. Effective April 1, 2004, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

American Century Investments VP Ultra® Fund (Class I Shares) The Fund seeks long-term capital growth. Effective May 1, 2007, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in the Division as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

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American Century Investments VP Value Fund (Class I Shares) The Fund seeks long-term capital growth. Income is a secondary objective.

American Century Investments VP VistaSM Fund (Class I Shares) The Fund seeks long-term capital growth.

American Funds Insurance Series (advised by Capital Research and Management Company)

American Funds IS Growth Fund (Class 2 Shares) The Fund’s investment objective is to provide growth of capital.

American Funds IS Global Small Capitalization Fund (Class 2 Shares) The Fund’s investment objective is to provide long-term growth of capital.

American Funds IS International Fund (Class 2 Shares) The Fund’s investment objective is to provide long-term growth of capital.

American Funds IS New World Fund (Class 2 Shares) The Fund’s investment objective is long-term capital appreciation.
Columbia Variable Portfolio (advised by Columbia Management Advisers, LLC)

Small Cap Value (Class 1 Shares) The Fund seeks long-term capital appreciation. Effective May 1, 2014, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2014, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Davis Variable Account Fund, Inc. (advised by Davis Selected Advisors, L.P.)

Davis Financial Fund The Fund’s investment objective is long-term growth of capital.

Davis Value Fund The Fund’s investment objective is long-term growth of capital.

Delaware VIP Trust (advised by Delaware Management Company)

Delaware VIP Small Cap Value Series (Service Shares) The Fund seeks capital appreciation.

Dreyfus Stock Index Fund (advised by The Dreyfus Corporation)

Dreyfus Stock Index Fund (Initial Shares) The Fund seeks to match the total return of the Standard & Poor's 500 Composite Stock Price Index.

Dreyfus Investment Portfolios (advised by The Dreyfus Corporation of New York, New York)

Dreyfus IP MidCap Stock Portfolio (Initial Shares) The Fund seeks investment returns that are greater than the total return performance of publicly traded common stocks of medium-sized domestic companies in the aggregate as represented by the Standard & Poor’s MidCap 400® Index. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Dreyfus IP Technology Growth Portfolio (Initial Shares) The Fund seeks capital appreciation. The Fund may also sell stocks when the managers’ evaluation of a sector has changed. Effective May 1, 2008, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of this Division.


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Dreyfus Variable Investment Fund (advised by The Dreyfus Corporation of New York, New York)

Dreyfus VIF Appreciation Portfolio (Initial Shares) The Fund seeks long-term capital growth consistent with the preservation of capital. Its secondary goal is current income. Fayez Sarofim & Co. is the sub-adviser to this Fund. Effective May 1, 2007, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in the Division as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Dreyfus VIF International Equity Portfolio (Initial Shares) The Fund seeks capital growth. Newton Capital Management Limited is the sub-adviser to this Fund.

DWS (advised by Deutsche Investment Management Americas Inc.)

DWS Variable Series II: DWS Alternative Asset Allocation VIP (Class A Shares) The Fund seeks capital appreciation. RREEF America L.L.C. is the subadviser for the Fund.

DWS Variable Series II: DWS Small Mid Cap Value VIP (Class A Shares) The Fund seeks long-term capital appreciation. Dreman Value Management L.L.C. is the subadviser for the Fund.

DWS Variable Series II: DWS Core Equity VIP (Class A Shares) The Fund seeks long-term growth of capital, current income and growth of income.

DWS Variable Series I: DWS Global Small Cap VIP (Class A Shares) (formerly known as DWS Global Small Cap Growth VIP) The Fund seeks above-average capital appreciation over the long term.

DWS Variable Series II: DWS High Income VIP (Class A Shares) The Fund seeks to provide a high level of current income.

DWS Variable Series II: DWS Large Cap Value VIP (Class A Shares)) The Fund seeks to achieve a high rate of total return. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

DWS Investments VIT Funds: DWS Small Cap Index VIP (Class A Shares) The Fund seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000® Index, which emphasizes stocks of small US companies. Northern Trust Investments, N.A. is the sub-adviser for the Portfolio.

Federated Insurance Series

Federated High Income Bond Fund II (Primary Shares) The Fund seeks high current income. Effective May 1, 2008, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of this Division. Advised by Federated Investment Management Company.

Federated Kaufmann Fund II (Primary Shares) The Fund seeks capital appreciation. Effective April 30, 2009, the Division investing this Fund was closed to new Owners; however, Owners with amounts in the Division as of April 30, 2010, may continue to allocate Premium payments and Transfer amounts into and out of this Division. Advised by Federated Equity Management Company of Pennsylvania.

Fidelity Variable Insurance Products (VIP) Fund (advised by Fidelity Management & Research Company)

Fidelity VIP Contrafund® Portfolio (Service Class 2 Shares) The Fund seeks long-term capital appreciation. FMR Co., Inc. and other investment advisers serve as sub-advisers for the Fund.

Fidelity VIP Growth Portfolio (Service Class 2 Shares) The Fund seeks to achieve capital appreciation. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts

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invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Fidelity VIP Investment Grade Bond Portfolio (Service Class 2 Shares) The Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Fidelity Investments Money Management, Inc. and other investment advisers serve as sub-advisers for the Fund. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Fidelity VIP Mid Cap Portfolio (Service Class 2 Shares) The Fund seeks long-term growth of capital. FMR Co., Inc. and other investment advisers serve as sub-advisers for the Fund.

Goldman Sachs Variable Investment Trust (advised by Goldman Sachs Asset Management)

Goldman Sachs Mid Cap Value Fund (Institutional Class Shares) The Fund seeks long-term capital appreciation.

Great-West Funds, Inc. (advised by Great-West Capital Management, LLC, a wholly owned subsidiary of Great-West)

Great-West Ariel Mid Cap Value Fund (Initial Class) The Fund seeks long-term capital appreciation.

Great-West Bond Index Fund (Initial Class) The Fund seeks results that track the total return of the fixed income securities that comprise the Barclays Capital U.S. Aggregate Bond Index.
Great-West Federated Bond Fund (Initial Class) The Fund seeks to provide total return, consisting of two components: (1) changes in the market value of its portfolio holdings (both realized and unrealized appreciation); and (2) income received from its portfolio holdings.

Great-West International Index Fund (Initial Class) The Fund seeks investment results, before fees and expenses, that track the total return of the common stocks that comprise the MSCI EAFE (Europe, Australasia, Far East) Index.
Great-West Loomis Sayles Bond Fund (Initial Class) The Fund seeks high total investment return through a combination of current income and capital appreciation. Loomis, Sayles & Company, L.P. is the sub-adviser to this Fund.

Great-West Loomis Sayles Small Cap Value Fund (Initial Class) The Fund seeks long-term capital growth. Loomis, Sayles & Company, L.P. is the sub-adviser to this Fund.

Great-West MFS International Value Fund (Initial Class) The Fund seeks long-term capital growth. Massachusetts Financial Service Company is the sub-adviser to this Fund. Effective April 30, 2013, the Great-West Invesco ADR Fund was merged into the Great-West MFS International Value Fund.

Great-West Money Market Fund The Fund seeks as high a level of current income as is consistent with the preservation of capital and liquidity.
Investment in the Great-West Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in this Fund.

Great-West Multi-Manager Large Cap Growth Fund (Initial Class) The Fund seeks long-term growth of capital. Pioneer Investment Management, Inc. and J.P. Morgan Investment Management Inc. are the sub-advisers to this Fund.

Great-West Real Estate Index Fund (Initial Class) The Fund seeks investment results, before fees and expenses, that track the total return of a benchmark index that measures the performance of publicly traded equity real

18


estate investment trusts.

Great-West S&P MidCap 400® Index Fund (Initial Class) The Fund seeks investment results, before fees and expenses, that track the total return of the common stocks that comprise the Standard & Poor’s MidCap 400® Index.

Great-West Short Duration Bond Fund (Initial Class) The Fund seeks maximum total return that is consistent with preservation of capital and liquidity.

Great-West Small Cap Growth Fund (Initial Class)The Fund seeks long-term capital growth. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division. Silvant Capital Management, LLC is the sub-adviser for this Fund.

Great-West T. Rowe Price Equity Income Fund (Initial Class) The Fund seeks substantial dividend income and also long-term capital appreciation. T. Rowe Price Associates, Inc. is the sub-adviser to this Fund.

Great-West T. Rowe Price Mid Cap Growth Fund (Initial Class) The Fund seeks long-term capital appreciation. T. Rowe Price Associates, Inc. is the sub-adviser to this Fund.

Great-West Templeton Global Bond Fund (Initial Class) The Fund seeks current income with capital appreciation and growth of income. Franklin Advisers, Inc. is the sub-adviser to this Fund.

Great-West U.S. Government Mortgage Securities Fund (Initial Class) The Fund seeks the highest level of return consistent with preservation of capital and substantial credit protection.

Great-West Profile I Funds

Each of the following five Profile Funds seeks to provide an asset allocation program designed to meet certain investment goals based on an investor’s risk tolerance, investment time horizon and personal objectives.
Great-West Aggressive Profile I Fund (Initial Class) seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, that emphasize equity investments.

Great-West Moderately Aggressive Profile I Fund (Initial Class) seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, that emphasize equity investments and, to a lesser degree, fixed income securities.

Great-West Moderate Profile I Fund (Initial Class) seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, with a relatively equal emphasis on equity and fixed income investments.

Great-West Moderately Conservative Profile I Fund (Initial Class) seeks capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, that emphasize fixed income investments, and, to a lesser degree, equity investments.

Great-West Conservative Profile I Fund (Initial Class) seeks capital preservation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Great-West Funds, that emphasize fixed income investments.

Great-West Lifetime Funds

Great-West Lifetime 2015 Fund II ( Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2015, the investment objective is to seek income and, secondarily, capital growth.

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Great-West Lifetime 2025 Fund II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2025, the investment objective is to seek income and, secondarily, capital growth.

Great-West Lifetime 2035 Fund II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2035, the investment objective is to seek income and, secondarily, capital growth.

Great-West Lifetime 2045 Fund II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2045, the investment objective is to seek income and, secondarily, capital growth.

Great-West Lifetime 2055 Fund II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2055, the investment objective is to seek income and, secondarily, capital growth.

Invesco Variable Insurance Funds (advised by Invesco Advisers, Inc.)

Invesco V.I. Core Equity Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital. Effective April 1, 2004, the AIM V.I. Core Stock Fund was closed to new Owners; Owners with amounts invested in this Division as of April 1, 2004, were permitted to continue to allocate Premium payments and Transfer amounts into and out of this Division. Effective May 1, 2006, the AIM V.I. Core Stock Fund merged into the AIM V.I. Core Equity Fund. Following the transaction, this Division investing in the AIM V.I. Core Equity Fund continues to be closed to new Owners; however, Owners with amounts invested in this Division may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Invesco V.I. Diversified Dividend Fund (Series I Shares) The Fund’s investment objective is to provide reasonable current income and long-term growth of income and capital. Effective May 1, 2005, the Division investing in this Fund was closed to all Owners and no Premium payments or Transfers are permitted into the Division.

Invesco V.I. Global Health Care Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital. Effective May 1, 2007, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of this Divisions.

Invesco V.I. Global Real Estate Fund (Series I Shares) The Fund’s investment objective is total return through growth of capital and current income. Invesco Asset Management Limited is the sub-adviser for this Fund.

Invesco V.I. International Growth Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital.

Invesco V.I. Mid Cap Core Equity Fund (Series I Shares) The Fund's objective is long-term growth of capital.

Invesco V.I. Technology Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Janus Aspen Series (advised by Janus Capital Management, LLC)

Janus Aspen Balanced Portfolio (Institutional Shares) The Fund seeks long-term growth of capital consistent with preservation of capital and balanced by current income.

Janus Aspen Flexible Bond Portfolio (Institutional Shares) The Fund seeks to obtain maximum total return,

20


consistent with the preservation of capital.

Janus Aspen Forty Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Global Technology Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Overseas Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Global Research Portfolio (Institutional Shares) The Fund seeks long-term growth of capital. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman Advisers Management Trust (advised by Neuberger Berman Management Incorporated)

Neuberger Berman AMT Guardian Portfolio (Class I Shares) The Fund seeks long-term growth of capital; current income is a secondary goal. Effective April 1, 2004, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman AMT Mid-Cap Growth Portfolio (Class I Shares) The Fund seeks growth of capital. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman AMT Large Cap Value Portfolio (Class I Shares) The Fund seeks growth of capital. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio (Class I Shares) The Fund seeks growth of capital.

Neuberger Berman AMT Small Cap Growth Portfolio (Class S Shares) The Fund seeks long-term capital growth. Effective May 1, 2008, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman AMT Socially Responsive Portfolio (Class I Shares) The Fund seeks long-term growth of capital by investing in securities of companies that meet the Fund’s financial criteria and social policy.

PIMCO Variable Insurance Trust (advised by Pacific Investment Management Company, LLC)

PIMCO VIT High Yield Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Low Duration Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Real Return Portfolio (Administrative Shares) The Fund seeks maximum real return, consistent with preservation of real capital and prudent investment management.

PIMCO VIT Total Return Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

Putnam Variable Trust (advised by Putnam Investment Management, LLC)

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Putnam VT Equity Income Fund (Class IA Shares) The Fund seeks capital growth and current income.

Putnam VT Global Health Care Fund (Class IA Shares) The Fund seeks capital appreciation. Effective May 1, 2014, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2014, may continue to allocate Premium payments and Transfer amounts into and out of this Division.
  
Putnam VT High Yield Fund (Class IA Shares) The Fund seeks high current income. Capital growth is a secondary goal when consistent with achieving high current income.

Putnam VT International Growth Fund Class (IA Shares) The Fund seeks long-term capital appreciation.

Putnam VT Multi-Cap Value Fund (Class IA Shares) (formerly known as Putnam VT MidCap Value Fund )The Fund seeks capital appreciation and, as a secondary objective, current income.

Royce Capital Fund (advised by Royce & Associates, LLC)

Royce Micro-Cap Portfolio (Service Class Shares) The Fund’s investment goal is long-term growth of capital.

Royce Small-Cap Portfolio (Service Class Shares) The Fund’s investment goal is long-term growth of capital.

T. Rowe Price Variable Insurance Portfolio (advised by T. Rowe Price Associates, Inc.)
T. Rowe Price Health Sciences Portfolio - Class II Shares The Fund seeks long-term capital appreciation.

Van Eck Worldwide Insurance Trust (advised by Van Eck Associates Corporation)

Van Eck VIP Emerging Markets Fund (Initial Class Shares) The Fund seeks long-term capital appreciation by investing primarily in equity securities in emerging markets around the world. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Van Eck VIP Global Hard Assets Fund (Initial Class Shares) The Fund seeks long term capital appreciation by primarily investing in hard asset securities. Income is a secondary consideration.

You should contact your representative for further information on the availability of the Divisions.

Each Fund is subject to certain investment restrictions and policies that may not be changed without the approval of a majority of the shareholders of the Fund. See the Fund prospectuses for further information.

We automatically reinvest all dividends and capital gain distributions from the Funds in shares of the distributing Fund at their net asset value. The income and realized and unrealized gains or losses on the assets of each Division are separate and are credited to, or charged against, the particular Division without regard to income, gains or losses from any other Division or from any other part of our business. We will use amounts you allocate to a Division to purchase shares in the corresponding Fund and will redeem shares in the Funds to meet Policy obligations or make adjustments in reserves. The Funds are required to redeem their shares at net asset value and to make payment within seven days.

The Funds may also be available to separate accounts offering variable annuity, variable life products and qualified plans of other affiliated and unaffiliated insurance companies, as well as our other separate accounts. Although we do not anticipate any disadvantages to this, there is a possibility that a material conflict may arise between the interests of the Series Account and one or more of the other separate accounts participating in the Funds. A conflict may occur due to a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of Owners and those of other companies, or some other reason. In the event of conflict, we will take any steps necessary to protect Owners, including withdrawal of the Series Account from participation in the Funds that

22


are involved in the conflict or substitution of shares of other Funds.

Voting. We are the legal owner of all shares of the Funds held in the Divisions of the Series Account. In general, you do not have a direct right to vote the Fund shares held in the Divisions of the Series Account. However, under current law, you are entitled to give us instructions on how to vote the shares held in the Divisions. At regular and special shareholder meetings, we will vote the shares held in the Divisions in accordance with those instructions received from Owners who have an interest in the respective Divisions.

We will vote shares held in each Division for which no timely instructions from Owners are received, together with shares not attributable to a Policy, in the same proportion as those shares in that Division for which instructions are received.

The number of shares in each Division for which instructions may be given by an Owner is determined by dividing the portion of the Account Value derived from participation in that Division, if any, by the value of one share of the corresponding Fund. We will determine the number as of the record date chosen by the Fund. Fractional votes are counted. Voting instructions will be solicited in writing at least 14 days prior to the shareholders' meeting.

We may, if required by state insurance regulators, disregard voting instructions if those instructions would require shares to be voted so as to cause a change in the sub-classification or investment policies of one or more of the Funds, or to approve or disapprove an investment management contract. In addition, we may disregard voting instructions that would require changes in the investment policies or investment adviser, provided that we reasonably disapprove of those changes in accordance with applicable federal regulations. If we disregard voting instructions, we will advise you of that action and our reasons for it in our next communication to Owners.

This description reflects our current view of applicable federal securities law. Should the applicable federal securities laws change so as to permit us to vote shares held in the Series Account in our own right, we may elect to do so.

Fixed Account

The Fixed Account is part of our General Account. We assume the risk of investment gain or loss on this amount. All assets in the General Account are subject to our general liabilities from business operations. The Fixed Account does not participate in the investment performance of the Sub-Accounts.

The Fixed Account is not registered with the SEC under the Securities Act of 1933. Neither the Fixed Account nor the General Account have been registered as an investment company under the 1940 Act. As a result, neither the Fixed Account nor the General Account are generally subject to regulation under either Act. However, certain disclosures may be subject to generally applicable provisions of the federal securities laws regarding the accuracy of statements made in registration statements.

The Fixed Account offers a guarantee of principal, after deductions for fees and expenses. We also guarantee that the amounts you allocate to the Fixed Account will earn interest at a rate of at least the minimum guaranteed interest rate indicated in your Policy. We do not rely on predetermined formulas to set Fixed Account interest rates. We will review the interest rate at least once a year, but at the Company’s discretion we may reset the interest rate monthly.

The Fixed Account may not be available in all states.

Employer-Financed Insurance Purchase Arrangements--Tax and Other Legal Issues

In addition to corporations and other employers, the Policy is also available for purchase by individuals whose employers will pay some or all of the Premiums due under the Policy pursuant to an employer-financed insurance purchase arrangement. In such cases, references in this prospectus to the “Owner” of the Policy will refer to the individual and, depending on the context, references to the “payment of premiums” will refer to payments to Great-West under the Policy by the employer and/or by the employee.

Employers and employees contemplating the purchase of a Policy as a part of an employer-financed insurance purchase arrangement should consult qualified legal and tax counsel with regard to the issues presented by such a transaction.

23


For this purpose, an employer-financed insurance purchase arrangement is a plan or arrangement which contemplates that an employer will pay one or more Premiums for the purchase of a Policy that will be owned, subject to certain restrictions, by an employee or by a person or entity designated by the employee.

The general considerations applicable to such a purchase include the following:

1.
Payments by the employer under an employer-financed insurance purchase arrangement will only be deductible for income tax purposes when the payments are taxable to the employee with respect to whom they are made.

2.
Imposition of certain types of restrictions, specifically a substantial risk of forfeiture, on the purchased Policy may defer both the deductibility of the payments to the employer and their taxability to the employee.

3.
The payment of some or all of the Premiums by the employer may create an ERISA welfare benefit plan which is subject to the reporting, disclosure, fiduciary and enforcement provisions of ERISA.

4.
The payment of some or all of the Premiums by the employer will not prevent the Owner from being treated as the owner of the Policy for federal income tax purposes.

5.
Under some circumstances, the failure of the employer to make one or more of the planned Premiums under the Policy may cause a lapse of the Policy.

6.
An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the financial and tax benefits of the ownership of the Policy outweigh the costs, such as sales loads and cost of insurance charges that will be incurred as a result of the purchase and ownership of the Policy.

7.
An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the designation of another person or entity as the owner of the Policy will have adverse consequences under applicable gift, estate, or inheritance tax laws.

8.
An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the financial performance of the Policy will support any planned withdrawals or borrowings under the Policy.

9.
In an employer-financed insurance purchase arrangement, the procedures described below on page , which are designed to prevent or minimize market timing and excessive trading by Owners may, in certain circumstances, require us to perform standardized trade monitoring; in other circumstances such monitoring will be performed by the Fund. Certain Funds require us to provide reports of the Owner’s trading activity, if prohibited trading, as defined by the Fund, is suspected. The determination of whether there is prohibited trading based on the Funds’ definition of prohibited trading may be made by us or by the Fund. The Fund determines the restrictions imposed, which could be one of the four restrictions described on page 28 or by restricting the Owner from making Transfers into the identified Fund for the period of time specified by the Fund.

Charges and Deductions

The Policy has insurance features and investment features, and there are costs related to each. This section describes the fees and charges that we may make under the Policy to compensate for: (1) the services and benefits we provide; (2) the costs and expenses we incur; and (3) the risks we assume. The fees and charges we deduct under this Policy may result in a profit to us.

Expense Charge Applied to Premium. We will deduct a maximum charge of 10% from each Premium payment, which is broken down as follows. A maximum of 6.5% will be deducted as sales load to compensate us in part for sales and promotional expenses in connection with selling the Policies, such as commissions, the cost of preparing sales literature, other promotional activities and other direct and indirect expenses. A maximum of 3.5% of Premium will be

24


used to cover Premium taxes and certain federal income tax obligations resulting from the receipt of Premiums. All states and some cities and municipalities impose taxes on Premiums paid for life insurance, which generally range from 2% to 4% of Premium but may exceed 4% in some states. The amount of your state's Premium tax may be higher or lower than the amount attributable to Premium taxes that we deduct from your Premium payments.

The current expense charge applied to Premium for sales load is 5.5% of Premium up to target and 3.0% of Premium in excess of target for Policy Years 1 through 10. Your target Premium will depend on the initial Total Face Amount of your Policy, your Issue Age, your sex (except in unisex states), and rating class (if any) which equals the maximum Premium payable under the seven-pay test such that the Policy remains compliant with section 7702A of the Code. Thereafter, there is no charge for sales load. The current expense charge applied to Premium to cover our Premium taxes and the federal tax obligation described above is 3.5% in all Policy Years.

Where permitted by applicable state insurance law and for corporate owned policies only, if your Policy is surrendered for the Surrender Benefit (Account Value less any outstanding Policy loans and less accrued loan interest) within the first seven Policy Years, we will return a percentage of the expense charge. The return of expense charge will be a percentage of your Account Value on the date the Request for surrender was received by us at our Corporate Headquarters. This amount will be in addition to the Surrender Benefit.

The return of expense charge is based on the following:

Policy Year
Percentage of Account Value Returned
Year 1
6%
Year 2
5%
Year 3
4%
Year 4
3%
Year 5
2%
Year 6
1%
Year 7+
0%

As described under the heading "Term Life Insurance Rider" on page 33, we may offer a term life insurance rider that may have the effect of reducing the sales charge you pay on purchasing an equivalent amount of insurance. We offer this rider in circumstances that result in the savings of sales and distribution expenses and administrative costs. To qualify, a corporation, employer, or other purchaser must satisfy certain criteria such as, for example, the number of Policies it expects to purchase and the expected Total Face Amount under all such Policies. Generally, the sales contacts and effort and administrative costs per Policy depend on factors such as the number of Policies purchased by a single Owner, the purpose for which the Policies are purchased, and the characteristics of the proposed Insureds. The amount of reduction and the criteria for qualification are related to the sales effort and administrative costs resulting from sales to a qualifying Owner. Great-West from time to time may modify on a uniform basis both the amounts of reductions and the criteria for qualification. Reductions in these charges will not be unfairly discriminatory against any person, including the affected Owners funded by the Series Account.

Mortality and Expense Risk Charge. This charge is for the mortality and expense risks we assume with respect to the Policy. It is based on an annual rate that we accrue against each Division of the Series Account on a daily basis and deduct on the first day of each Policy month by cancelling accumulation units on a pro-rata basis across all Sub-Accounts. We convert the mortality and expense risk charge into a daily rate by dividing the annual rate by 365. The mortality and expense risk charge will be determined by us from time to time based on our expectations of future interest, mortality experience, persistency, expenses and taxes, but will not exceed 0.90% annually. Currently, the charge is 0.40% for Policy Years 1 through 5, 0.25% for Policy Years 6 through 20 and 0.10% thereafter. On surrender and payment of the death benefit, we will deduct the pro-rata portion of the mortality and expense charge that has accrued.

Because the value of your Sub-Accounts can vary from month-to-month, the monthly deduction for the mortality and expense risk charge will also vary. If the amount the mortality and expense risk charge is insufficient to cover the costs resulting from the mortality and expense risks that we assume, we will bear the loss. If the amount we

25


charge is more than sufficient to cover such costs, we will make a profit on the charge. To the extent that we do make a profit from this charge, we may use this profit for any corporate purpose, including the payment of administrative, marketing, distribution, and other expenses in connection with the Policies.

The mortality risk we assume is that the group of lives insured under the Policies may, on average, live for shorter periods of time than we estimated. The expense risk we assume is that the costs of issuing and administering Policies may be more than we estimated.

Monthly Deduction. We make a monthly deduction from your Account Value on the Policy Date and the first day of each Policy Month. This monthly deduction will be charged proportionally to the amounts in the Divisions.

The monthly deduction equals the sum of (1), (2), (3), (4) and (5) where:

(1)
is the cost of insurance charge (the monthly risk charge) equal to the current monthly risk rate (described below) multiplied by the net amount at risk divided by 1,000;
(2)
is the service charge;
(3)
is the monthly cost of any additional benefits provided by riders which are a part of your Policy; and
(4)
is any extra risk charge if the Insured is in a rated class as specified in your Policy; and
(5) is the accrued mortality and expense charge.

The net amount at risk equals:

the death benefit divided by 1.00327374; less
your Account Value on the first day of a Policy Month prior to assessing the monthly deduction.

If there are increases in the Total Face Amount other than increases caused by changes in the death benefit option, the monthly deduction described above is determined separately for the initial Total Face Amount and each increase in the Total Face Amount. In calculating the net amount at risk, your Account Value will first be allocated to the most recent increase in the death benefit and then to each increase in the Total Face Amount in the reverse order in which the increases were made.

Monthly Risk Rates. The monthly risk rate is used to determine the cost of insurance charge (monthly risk charge) for providing insurance coverage under the Policy. The monthly risk rate is applied to the amount at risk. The monthly risk rates (except for any such rate applicable to an increase in the Total Face Amount) are based on the length of time your Policy has been in force and the Insured's sex (in the case of non-unisex Policies) and Issue Age. If the Insured is in a rated class as specified in your Policy, we will deduct an extra risk charge that reflects that class rating. The monthly risk rates applicable to each increase in the Total Face Amount are based on the length of time the increase has been in force and the Insured's sex (in the case of non-unisex Policies), Issue Age, and class rating, if any. The monthly risk rates will be determined by us from time to time based on our expectations of future experience with respect to mortality, persistency, interest rates, expenses and taxes, but will not exceed the guaranteed maximum monthly risk rates based on the 2001 Commissioner's Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table ("2001 CSO"). Currently, the guaranteed minimum monthly risk charge is $0.02 per $1000 and the guaranteed maximum is $83.33 per $1000. If your Policy is issued in Montana, unisex rates are charged and these rates will never exceed the male Smoker Ultimate Mortality Table.

The guaranteed maximum monthly risk rates reflect any class rating applicable to the Policy. We have filed a detailed statement of our methods for computing Account Values with the insurance department in each jurisdiction where the Policy was delivered. These values are equal to or exceed the minimum required by law.

The monthly risk rate is greater on policies that require less underwriting to be performed regardless of the health of the individual. Monthly risk rate charges will be greatest on guaranteed issue policies, followed by simplified issue policies, then fully underwritten policies.

Service Charge. We will deduct a maximum of $15 from your Account Value on the first day of each Policy Month to cover our administrative costs, such as salaries, postage, telephone, office equipment and periodic reports. This charge may be increased or decreased by us from time to time based on our expectations of future expenses, but will

26


never exceed $15 per Policy Month. The service charge will be deducted proportionally from the Divisions. The current service charge is $10 per Policy Month for Policy Years 1 through 3 and $7.50 per Policy Month thereafter.

Transfer Fee. A maximum administrative charge of $10 per Transfer of Account Value from one Division to other Divisions will be deducted from your Account Value for all Transfers in excess of 12 made in the same Policy Year. The allocation of your Initial Premium from the Great-West Money Market Division to your selected Divisions will not count toward the 12 free Transfers. Similarly, Transfers made under dollar cost averaging and periodic rebalancing under the rebalancer option are not subject to the fee and do not count as Transfers for this purpose (except a one-time rebalancing under the rebalancer option will count as one Transfer). All Transfers Requested on the same Business Day will be aggregated and counted as one Transfer. The current charge is $10 per Transfer.

Partial Withdrawal Fee. A maximum administrative fee of $25 will be deducted from your Account Value for all partial withdrawals after the first made in the same Policy Year. The partial withdrawal fee will be deducted proportionally from all Divisions.

Surrender Charges. Your Policy has no surrender charges.

Change of Death Benefit Option Fee. A maximum administrative fee of $100 will be deducted from your Account Value each time you change your death benefit option. The change of death benefit fee will be deducted proportionally from all Divisions.

Fund Expenses. You indirectly bear the charges and expenses of the Funds whose shares are held by the Divisions to which you allocate your Account Value. The Series Account purchases shares of the Funds at net asset value. Each Fund's net asset value reflects investment advisory fees and administrative expenses already deducted from the Fund's assets. For more information concerning the investment advisory fees and other charges against the Funds, see the Fund prospectuses and the statements of additional information for the Funds, which are available upon Request.

We may receive compensation from the investment advisers or administrators of the Funds. Such compensation will be consistent with the services we provide or the cost savings resulting from the arrangement and, therefore, may differ between Funds. See "Payments We Receive" on page 12.

27


General Description of Policy

Unless otherwise indicated, the description of the Policy in this prospectus assumes that the Policy is in force, there is no Policy Debt and current federal tax laws apply. The Policy described in this prospectus is offered to corporations and other employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. We issue Policies on the lives of prospective Insureds who meet our underwriting standards.

Policy Rights

Owner. While the Insured is alive, unless you have assigned any of these rights, you may:
transfer ownership to a new Owner;
name a contingent owner who will automatically become the Owner of the Policy if you die before the Insured;
change or revoke a contingent owner;
change or revoke a Beneficiary (unless a previous Beneficiary designation was irrevocable);
exercise all other rights in the Policy;
increase or decrease the Total Face Amount, subject to the other provisions of the Policy; and
change the death benefit option, subject to the other provisions of the Policy.

When you transfer your rights to a new Owner, you automatically revoke any prior contingent owner designation. When you want to change or revoke a prior Beneficiary designation, you have to specify that action. You do not affect a prior Beneficiary when you merely transfer ownership, or change or revoke a contingent owner designation.

You do not need the consent of a Beneficiary or a contingent owner in order to exercise any of your rights. However, you must give us written notice satisfactory to us of the Requested action. Your Request will then, except as otherwise specified herein, be effective as of the date you signed the form, subject to any action taken before it was received by us.

Beneficiary. The Beneficiary has no rights in the Policy until the death of the Insured, except an irrevocable Beneficiary cannot be changed without the consent of that Beneficiary. If a Beneficiary is alive at that time, the Beneficiary will be entitled to payment of the Death Benefit Proceeds as they become due.

Policy Limitations

Allocation of Net Premiums. Except as otherwise described herein, your net Premium will be allocated in accordance with the allocation percentages you select. Percentages must total 100% and can be up to two decimal places.

We will credit Premium payments received prior to the end of the free look period as described in the “Free Look Period” section of this prospectus on page 35.

You may change your allocation percentages at any time by Request.

Transfers Among Divisions. Subject to our rules as they may exist from time to time, you may at any time after the Free-Look Period Transfer to another Division all or a portion of the Account Value allocated to a Division. We will make Transfers pursuant to a Request.

Transfers may be Requested by indicating the Transfer of either a specified dollar amount or a specified percentage of the Division's value from which the Transfer will be made.

Transfer privileges are subject to our consent. We reserve the right to impose limitations on Transfers, including, but not limited to: (1) the minimum amount that may be Transferred; and (2) the minimum amount that may remain in a Division following a Transfer from that Division.

A fee of $10 per Transfer will apply for all Transfers in excess of 12 made in a Policy Year. We may increase or decrease the Transfer charge; however, it is guaranteed to never exceed $10 per Transfer. All Transfers Requested on the same Business Day will count as only one Transfer toward the 12 free Transfers. The Transfer of your Initial Premium from

28


the Great-West Money Market Division to your selected Divisions does not count toward the 12 free Transfers. Likewise, any Transfers under dollar cost averaging or periodic rebalancing of your Account Value under the rebalancer option do not count toward the 12 free Transfers (a one time rebalancing, however, will be counted as one Transfer).

Fixed Account Transfers. Transfers into the Fixed Account are limited to once every 60 days. Transfers from the Fixed Account may only be made once per year. The maximum to be transferred out will be the greater of 25% of your balance in the Fixed Account or the amount of the transfer in the previous 365 day period.

Market Timing & Excessive Trading. The Policies are intended for long-term investment and not for the purpose of market timing or excessive trading activity. Market timing activity may dilute the interests of Owners in the Funds. Market timing generally involves frequent or unusually large transfers that are intended to take advantage of short-term fluctuations in the value of a Fund's portfolio securities and the reflection of that change in the Fund's share price. In addition, frequent or unusually large transfers may harm performance by increasing Fund expenses and disrupting Fund management strategies. For example, excessive trading may result in forced liquidations of portfolio securities or cause the Fund to keep a relatively higher cash position, resulting in increased brokerage costs and lost investment opportunities.
We maintain procedures designed to discourage market timing and excessive trading by Owners. As part of those procedures, we will rely on the Funds to monitor for such activity. If a Fund believes such activity has occurred, we will scrutinize the Owner’s activity and request a determination from the Fund as to whether such activity constitutes market timing or excessive trading. If the Fund determines that the activity constitutes market timing or excessive trading, we will contact the Owner in writing to request that market timing and/or excessive trading stop immediately. We will then provide a subsequent report of the Owner's trading activity to the Fund. If the Fund determines that the Owner has not ceased improper trading, and upon request of the Fund, we will inform the Owner in writing that a trading restriction is being implemented. The four possible trading restrictions are:
Restrict the Owner to inquiry-only access for the web and voice response unit so that the Owner will only be permitted to make Transfer Requests by written Request mailed to us through U.S. mail ("U.S. Mail Restriction"); the Owner will not be permitted to make Transfer Requests via overnight mail, fax, the web, or the call center. Once the U.S. Mail Restriction has been in place for 180 days, the restricted Owner may Request that we lift the U.S. Mail Restriction by signing, dating and returning a form to us whereby the Owner acknowledges the potentially harmful effects of market timing and/or excessive trading on Funds and other investors, represents that no further market timing or excessive trading will occur, and acknowledges that we may implement further restrictions, if necessary, to stop improper trading by the Owner;
Close the applicable Fund to all new monies, including contributions and Transfers in;
Restrict all Owners to one purchase in the applicable Fund per 90 day period; or
Remove the Fund as an investment option and convert all allocations in that Fund to a different investment option.
The discretionary nature of our procedures creates a risk that we may treat some Owners differently than others.
Our market timing and excessive trading procedures are such that we do not impose trading restrictions unless or until a Fund first detects and notifies us of potential market timing or excessive trading activity. Accordingly, we cannot prevent all market timing or excessive trading transfer activity before it occurs, as it may not be possible to identify it unless and until a trading pattern is established. To the extent the Funds do not detect and notify us of market timing and/or excessive trading or the trading restrictions we impose fail to curtail it, it is possible that a market timer or excessive trader may be able to make market timing and/or excessive trading transactions with the result that the management of the Funds may be disrupted and the Owners may suffer detrimental effects such as increased costs, reduced performance, and dilution of their interests in the affected Funds.
We endeavor to ensure that our procedures are uniformly and consistently applied to all Owners, and we do not exempt any Owners from these procedures. In addition, we do not enter into agreements with Owners whereby we permit market timing or excessive trading. Subject to applicable state law and the terms of each Policy, we reserve the right without prior notice to modify, restrict, suspend or eliminate the Transfer privileges (including telephone Transfers) at any time, to require that all Transfer Requests be made by you and not by your designee, and to require that each Transfer Request be made by a separate communication to us. We also reserve the right to require that each Transfer Request be submitted in writing and be signed by you.

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The Funds may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares. The prospectuses for the Funds should describe any such policies and procedures. The frequent trading policies and procedures of a Fund may be different, and more or less restrictive, than the frequent trading policies and procedures of other Funds and the policies and procedures we have adopted to discourage market timing and excessive trading. For example, a Fund may impose a redemption fee. Owners should also be aware that we may not have the contractual obligation or the operational capacity to apply the frequent trading policies and procedures of the respective Funds that would be affected by the Transfers.
We may revise our market timing and excessive trading policy and related procedures at our sole discretion, at any time and without prior notice, as we deem necessary or appropriate to comply with state or federal regulatory requirements or to impose additional or alternative restrictions on Owners engaging in market timing or excessive trading. In addition, our orders to purchase shares of the Funds are generally subject to acceptance by the Fund, and in some cases a Fund may reject or reverse our purchase order. Therefore, we reserve the right to reject any Owner's Transfer Request if our order to purchase shares of the Fund is not accepted by, or is reversed by, an applicable Fund.
You should note that other insurance companies and retirement plans may invest in the Funds and that those companies or plans may or may not have their own policies and procedures on frequent transfers. You should also know that the purchase and redemption orders received by the Funds generally are “omnibus” orders from intermediaries such as retirement plans or separate accounts funding variable insurance contracts. Omnibus orders reflect the aggregation and netting of multiple orders from individual retirement plan participants and/or individual owners of variable insurance contracts. The nature of such orders may limit the Funds' ability to apply their respective frequent trading policies and procedures. As a result, there is a risk that the Funds may not be able to detect potential market timing and/or excessive trading activities in the omnibus orders they receive. We cannot guarantee that the Funds will not be harmed by transfer activity relating to the retirement plans and/or other insurance companies that invest in the Funds. If the policies and procedures of other insurance companies or retirement plans fail to successfully discourage frequent transfer activity, it may affect the value of your investments in the Funds. In addition, if a Fund believes that an omnibus order we submit may reflect one or more Transfer Requests from an Owner engaged in frequent transfer activity, the Fund may reject the entire omnibus order and thereby interfere with our ability to satisfy your Request even if you have not made frequent transfers. For Transfers into more than one investment option, we may reject or reverse the entire Transfer Request if any part of it is not accepted by or is reversed by a Fund.

Exchange of Policy. You may exchange your Policy for a new policy issued by Great-West that does not provide for variable benefits. The new policy will have the same Policy Date, Issue Age, and Insured as your Policy on the date of the exchange. The exchange must be made within 24 Policy Months after the Issue Date of your Policy and all Policy Debt must be repaid.

The cash value of your current Policy will be applied to the new policy as the Initial Premium.

Age Requirements. An Insured's Issue Age must be between 20 and 85 for Policies issued on a fully underwritten basis and between 20 and 70 for Policies issued on a guaranteed underwriting or a simplified underwriting basis.

Policy or Registrant Changes

Addition, Deletion or Substitution of Investment Options. Shares of any or all of the Funds may not always be available for purchase by the Divisions of the Series Account, or we may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Fund shares already purchased by the Series Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the SEC, to the extent necessary. We also may close a Division to future Premium allocations and Transfers of Account Value. A Division closing may affect dollar cost averaging and the rebalancer option. We reserve the right to operate the Series Account in any form permitted by law, to take any action necessary to comply with applicable law or obtain and continue any exemption from applicable laws, to assess a charge for taxes attributable to the operation of the Series Account or for other taxes, as described in "Charges and Deductions" beginning on page 23 of this prospectus, and to change the way in which we assess other charges, as long as the total other charges do not exceed the maximum guaranteed charges under the Policies. We also reserve the right to add Divisions, or to eliminate or combine existing Divisions or to Transfer assets between Divisions, or from any Division to our General Account. In the event of any substitution or other act described

30


in this paragraph, we may make appropriate amendment to the Policy to reflect the change.

Entire Contract. Your entire contract with us consists of the Policy, including the attached copy of your application and any attached copies of supplemental applications for increases in the Total Face Amount, any endorsements and any riders. Any illustrations prepared in connection with the Policy do not form a part of our contract with you and are intended solely to provide information about how values under the Policy, such as Cash Surrender Value, death benefit and Account Value, will change with the investment experience of the Divisions, and such information is based solely upon data available at the time such illustrations are prepared.

Alteration. Sales representatives do not have any authority to either alter or modify your Policy or to waive any of its provisions. The only persons with this authority are our president, secretary, or one of our vice presidents.

Modification. Upon notice to you, we may modify the Policy if such a modification –

is necessary to make the Policy or the Series Account comply with any law or regulation issued by a governmental agency to which we are, or the Series Account is, subject;
is necessary to assure continued qualification of the Policy under the Code or other federal or state laws as a life insurance policy;
is necessary to reflect a change in the operation of the Series Account or the Divisions; or
adds, deletes or otherwise changes Division options.

We also reserve the right to modify certain provisions of the Policy as stated in those provisions. In the event of any such modification, we may make appropriate amendment to the Policy to reflect such modification.

Assignments. During the lifetime of the Insured, you may assign all or some of your rights under the Policy. All assignments must be filed at our Corporate Headquarters and must be in written form satisfactory to us. The assignment will then be effective as of the date you signed the form, subject to any action taken before we received it. We are not responsible for the validity or legal effect of any assignment.

Notice and Elections. To be effective, all notices and elections under the Policy must be in writing, signed by you, and received by us at our Corporate Headquarters. Certain exceptions may apply. Unless otherwise provided in the Policy, all notices, Requests and elections will be effective when received at our Corporate Headquarters complete with all necessary information.

Account Value

Your Account Value is the sum of your interests in each Division you have chosen, plus your interests in the Fixed Account, plus the amount in your Loan Account. The Account Value varies depending upon the Premiums paid, expense charges applied to Premium, mortality and expense risk charge, service charges, monthly risk charges, partial withdrawals, fees, Policy loans and the net investment factor (described below) for the Divisions to which your Account Value is allocated and the interest credited to the Fixed Account.

We measure the amounts in the Divisions in terms of Units and Unit Values. On any given date, your interest in a Division is equal to the Unit Value multiplied by the number of Units credited to you in that Division. Amounts allocated to a Division will be used to purchase Units of that Division. Units are redeemed when you make partial withdrawals, undertake Policy loans or Transfer amounts from a Division, and for the payment of service charges, monthly mortality and expense charges, monthly risk charges and other fees. The number of Units of each Division purchased or redeemed is determined by dividing the dollar amount of the transaction by the Unit Value for the Division. The Unit Value for each Division was established at $10 for the first Valuation Date of the Division. The Unit Value for any subsequent Valuation Date is equal to the Unit Value for the preceding Valuation Date multiplied by the net investment factor (determined as provided below). The Unit Value of a Division for any Valuation Date is determined as of the close of the Valuation Period ending on that Valuation Date.

Transactions are processed on the date we receive a Premium at our Corporate Headquarters or upon approval of a Request. If your Premium or Request is received on a date that is not a Valuation Date, or after the close of the NYSE on a Valuation Date, the transaction will be processed on the next Valuation Date.

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The Account Value on the Policy Date equals:

that portion of net Premium received and allocated to the Division, plus
that portion of net Premium received and allocated to the Fixed Account, less
the service charges due on the Policy Date, less
the monthly risk charge due on the Policy Date, less
the monthly risk charge for any riders due on the Policy Date.

We apply your Initial Premium on the Policy Date, which will be the Issue Date (if we have already received your Initial Premium) or the Business Day we receive a Premium equal to, or in excess of, the Initial Premium after we have approved your application.

The Account Value attributable to each Division of the Series Account on the subsequent Valuation Dates is equal to:

the Account Value attributable to the Division on the preceding Valuation Date multiplied by that Division's net investment factor, plus
that portion of net Premium received and allocated to the Division during the current Valuation Period, plus
that portion of the value of the Loan Account Transferred to the Division upon repayment of a Policy loan during the current Valuation Period, plus
any amounts Transferred by you to the Division from another Division during the current Valuation Period, less
any amounts Transferred by you from the Division to another Division during the current Valuation Period, less
that portion of any partial withdrawals deducted from the Division during the current Valuation Period, less
that portion of any Account Value Transferred from the Division to the Loan Account during the current Valuation Period, less
that portion of fees due in connection with a partial withdrawal charged to the Division, less
the mortality and expense risk charge for each day in the Valuation Period, less
if the first day of a Policy Month occurs during the current Valuation Period, that portion of the service charge for the Policy Month just beginning charged to the Division, less
if the first day of a Policy Month occurs during the current Valuation Period, that portion of the monthly risk charge for the Policy Month just beginning charged to the Division, less
if the first day of a Policy Month occurs during the current Valuation Period, that portion of the mortality and expense risk charge for the Policy Month just ending charged to the Division, less
if the first day of a Policy Month occurs during the current Valuation Period, that Division's portion of the cost for any riders and any extra risk charge if the Insured is in a rated class as specified in your Policy, for the Policy Month just beginning.

Net Investment Factor. The net investment factor for each Division for any Valuation Period is determined by dividing (1) by (2) where:

(1) is the net result of:
the net asset value of a Fund share held in the Division determined as of the end of the current Valuation Period, plus
the per share amount of any dividend or other distribution declared on Fund shares held in the Division if the "ex-dividend" date occurs during the current Valuation Period, plus or minus
a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the current Valuation Period which are determined by us to be attributable to the operation of the Division; and

(2) is the net result of:
the net asset value of a Fund share held in the Division determined as of the end of the preceding Valuation Period, plus or minus
a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the preceding Valuation Period which are determined by us to be attributable to the operation of the Division.


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The net investment factor may be greater or less than or equal to one. Therefore, the Unit Value may increase, decrease or remain unchanged.

The net asset value reflects the investment advisory fees and other expenses that are deducted from the assets of each Fund. These fees and expenses are not fixed or specified under the terms of the Policy, may differ between Funds, and may vary from year to year. Fund fees and expenses are described in each Fund prospectus.

The Fixed Account Value is:

Premiums, less expense charges, allocated to the Fixed Account; plus
Sub-Account Value transferred to the Fixed Account; plus
Interest credited to the Fixed Account; minus
Partial withdrawals from the Fixed Account including any applicable partial withdrawal charges; minus
The portion of any accrued policy fees and charges allocated to the Fixed Account;
Loans from the Fixed Account; minus
Transfers from the Fixed Account, including any applicable transfer charges.

During any Policy Month the Fixed Account Value will be calculated on a consistent basis. For purposes of crediting interest, policy value deducted, transferred or withdrawn from the Fixed Account is accounted for on a first in first out basis.

The mortality and expense risk charge for the Valuation Period is the annual mortality and expense risk charge divided by 365 multiplied by the number of days in the Valuation Period.


Splitting Units. We reserve the right to split or combine the value of Units. In effecting any such change, strict equity will be preserved and no such change will have a material effect on the benefits or other provisions of your Policy.

Other Provisions and Benefits

Misstatement of Age or Sex (Non-Unisex Policy). If the age or (in the case of a non-unisex Policy) sex of the Insured is stated incorrectly in your Policy application or rider application, we will adjust the amount payable appropriately as described in the Policy.

If we determine that the Insured was not eligible for coverage under the Policy after we discover a misstatement of the Insured's age, our liability will be limited to a return of Premiums paid, less any partial withdrawals, any Policy Debt, and the cost for riders.

Suicide. If the Insured, whether sane or insane, commits suicide within two years after your Policy's Issue Date (one year if your Policy is issued in Colorado or North Dakota), we will not pay any part of the Death Benefit Proceeds. We will pay the Beneficiary the Premiums paid, less the amount of any Policy Debt, any partial withdrawals and the cost for riders.

If the Insured, whether sane or insane, commits suicide within two years after the effective date of an increase in the Total Face Amount (one year if your Policy is issued in Colorado or North Dakota), then our liability as to that increase will be the cost of insurance for that increase and that portion of the Account Value attributable to that increase. The Total Face Amount of the Policy will be reduced to the Total Face Amount that was in effect prior to the increase.

Incontestability. All statements made in the application or in a supplemental application are representations and not warranties. We relied and will continue to rely on those statements when approving the issuance, increase in face amount, increase in death benefit over Premium paid, or change in death benefit option of the Policy. In the absence of fraud, we can use no statement in defense of a claim or to cancel the Policy for misrepresentation unless the statement was made in the application or in a supplemental application. In the absence of fraud, after the Policy has been in force during the lifetime of the Insured for a period of two years from its Issue Date, we cannot contest it except for non-payment of Premiums. However, any increase in the Total Face Amount which is effective after the Issue Date will be incontestable only after such increase has been in force during the lifetime of the Insured for two years from the effective

33


date of coverage of such increase.

Paid-Up Life Insurance. When the Insured reaches Attained Age 121 (if your Policy is in force at that time), the entire Account Value of your Policy (less outstanding Policy Debt) will be applied as a single Premium to purchase "paid-up" insurance which means all premiums have been paid and there are no additional premiums due. Outstanding Policy Debt will be repaid at this time. This repayment may be treated as a taxable distribution to you if your Policy is not a MEC. The net single Premium for this insurance will be based on the 2001 Commissioner's Standard Ordinary, Sex Distinct, Non-Smoker Mortality Table and 4% interest. The cash value of your paid-up insurance, which initially is equal to the net single Premium, will remain in the Divisions of the Series Account in accordance with your then current allocation. While the paid-up life insurance is in effect your assets will remain in the Series Account. You may change your Division allocation instructions and you may Transfer your cash value among the Divisions. All charges under your Policy, to the extent applicable, will continue to be assessed, except we will no longer make a deduction each Policy Month for the monthly risk charge. Your death benefit will be fixed by the Code for insured age 99. As your cash value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly. You may surrender the paid-up insurance Policy at any time and, if surrendered within 30 days of a Policy Anniversary, its cash value will not be less than it was on that Policy Anniversary. Please see "Federal Income Tax Considerations -- Treatment When Insured Reaches Attained Age 121" on page 43.

Supplemental Benefits. The following supplemental benefit riders are available, subject to certain limitations. An additional monthly risk charge will be assessed for each rider that is in force as part of the monthly deduction from your Account Value. If a supplemental benefit rider is terminated, the monthly risk charge for such rider will end immediately. See fee tables beginning on page 9.

Term Life Insurance Rider. This rider provides term life insurance on the Insured. Coverage is renewable annually until the Insured's Attained Age 121. The amount of coverage provided under this rider varies from month to month as described below. We will pay the rider's death benefit to the Beneficiary when we receive Due Proof of death of the Insured while this rider is in force.

This rider provides the same three death benefit options as your Policy. The option you choose under the rider must at all times be the same as the option you have chosen for your Policy. The rider's death benefit will be determined at the beginning of each Policy Month in accordance with one of those options. For each of the options, any outstanding Policy Debt will reduce your death benefit.

If you purchase this rider, the Total Face Amount shown on your Policy's specifications page will be equal to the minimum amount of coverage provided by this rider plus the base face amount (which is the minimum death benefit under your Policy without the rider’s death benefit). The minimum allocation of Total Face Amount between your Policy and the rider is 10% and 90% at inception, respectively. The total Death Benefit Payable under the rider and the Policy will be determined as described in "Death Benefit" below, using the Total Face Amount shown on your Policy’s specifications page.

Coverage under this rider will take effect on the latter of:

the Policy Date of the Policy to which this rider is attached; or
the date this rider is delivered and the first rider premium is paid to the Company

The monthly risk rate for this rider will be the same as that used for the Policy and the monthly risk charge for the rider will be determined by multiplying the monthly risk rate by the rider's death benefit. This charge will be calculated on the first day of each Policy Month and added to the Policy's monthly risk charge.

If you purchase this rider, the sales load and return of expense charge will be proportionately lower as a result of a reduction in commission payments. Commissions payable to sales representatives for the sale of the Policy are calculated based on the total Premium payments. As a result, this rider generally is not offered in connection with any Policy with annual Premium payments of less than $100,000, except for policies issued on a guaranteed issue basis. In our discretion, we may decline to offer this rider or refuse to consent to a proposed allocation of coverage between a Policy and term rider.


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If this rider is offered, the commissions will vary depending on the allocation of your coverage between the Policy and the term rider. The same initial Death Benefit will result in the highest commission when there is no term rider, with the commission declining as the portion of the Death Benefit coverage allocated to the term rider increases. Thus, the lowest commission amount is payable, and the lowest amount of sales load deducted from your Premiums will occur, when the maximum term rider is purchased.

You may terminate this rider by Request. This rider also will terminate on the earliest of the following dates:
the date the Policy is surrendered or terminated;
the expiration of the grace period of the Policy; or
the death of the Insured.

Change of Insured Rider (Not available to individual purchasers). This rider permits you to change the Insured under your Policy or any Insured that has been named by virtue of this rider. Before we change the Insured you must provide us with (1) a Request for the change signed by you and approved by us; (2) Evidence of Insurability for the new Insured; (3) evidence that there is an insurable interest between you and the new Insured; (4) evidence that the new Insured's age, at the nearest birthday, is under 70 years; and (5) evidence that the new Insured was born prior to the Policy Date. We may charge a fee for administrative expenses when you change the Insured. The minimum charge is $100 per change and the maximum charge is $400 per change. When a change of Insured takes effect, Premiums will be based on the new Insured's age, sex, mortality class and the Premium rate in effect on the Policy Date.

Report to Owner. We will maintain all records relating to the Series Account and the Divisions and the Fixed Account. We will send you a report at least once each Policy Year within 30 days after a Policy Anniversary. The report will show current Account Value, current allocation in each Division, death benefit, Premiums paid, investment experience since your last report, deductions made since the last report, and any further information that may be required by laws of the state in which your Policy was issued. It will also show the balance of any outstanding Policy loans and accrued interest on such loans. There is no charge for this report.

In addition, we will send you the financial statements of the Funds and other reports as specified in the 1940 Act. We also will mail you confirmation notices or other appropriate notices of Policy transactions quarterly or more frequently within the time periods specified by law. Please give us prompt written notice of any address change. Please read your statements and confirmations carefully and verify their accuracy and contact us promptly with any questions.

Dollar Cost Averaging. By Request, you may elect dollar cost averaging in order to purchase Units of the Divisions over a period of time. There is no charge for this service.

Dollar cost averaging permits you to automatically Transfer a predetermined dollar amount, subject to our minimum, at regular intervals from any one or more designated Divisions to one or more of the remaining, then available Divisions. The Unit Value will be determined on the dates of the Transfers. You must specify the percentage to be Transferred into each designated Division. Transfers may be set up on any one of the following frequency periods: monthly, quarterly, semiannually, or annually. The Transfer will be initiated one frequency period following the date of your Request. We will provide a list of Divisions eligible for dollar cost averaging that may be modified from time to time. Amounts Transferred through dollar cost averaging are not counted against the 12 free Transfers allowed in a Policy Year. You may not participate in dollar cost averaging and the rebalancer option (described below) at the same time. Participation in dollar cost averaging does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. We reserve the right to modify, suspend, or terminate dollar cost averaging at any time.

Rebalancer Option. By Request, you may elect the rebalancer option in order to automatically Transfer Account Value among the Divisions on a periodic basis. There is no charge for this service. This type of transfer program automatically reallocates your Account Value so as to maintain a particular percentage allocation among Divisions chosen by you. The amount allocated to each Division will grow or decline at different rates depending on the investment experience of the Divisions. Rebalancing does not change your Premium allocation unless that option is checked on the rebalancer Request. Your Premium allocation can also be changed by written Request at the address on the first page of this prospectus.

You may Request that rebalancing occur one time only, in which case the Transfer will take place on the date of the Request. This Transfer will count as one Transfer towards the 12 free Transfers allowed in a Policy Year.

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You may also choose to rebalance your Account Value on a quarterly, semiannual, or annual basis, in which case the first Transfer will be initiated one frequency period following the date of your Request. On that date, your Account Value will be automatically reallocated to the selected Divisions. Thereafter, your Account Value will be rebalanced once each frequency period. In order to participate in the rebalancer option, your entire Account Value must be included. Transfers made with these frequencies will not count against the 12 free Transfers allowed in a Policy Year.

You must specify the percentage of Account Value to be allocated to each Division and the frequency of rebalancing. You may terminate the rebalancer option at any time by Request.

You may not participate in the rebalancer option and dollar cost averaging at the same time. Participation in the rebalancer option does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. The Company reserves the right to modify, suspend, or terminate the rebalancer option at any time.

Non-Participating. The Policy does not pay dividends.

Premiums

Policy Application, Issuance and Initial Premium. To purchase a Policy, you must submit an application to our Corporate Headquarters. We will then follow our underwriting procedures designed to determine the insurability of the applicant. We may require full underwriting, which includes a medical examination and further information, before your application may be approved. We also may offer the Policy on a simplified underwriting or guaranteed issue basis. Applicants must be acceptable risks based on our applicable underwriting limits and standards. We will not issue a Policy until the underwriting process has been completed to our satisfaction. We reserve the right to reject an application for any lawful reason or to "rate" an Insured as a substandard risk, which will result in increased monthly risk rates. The monthly risk rate also may vary depending on the type of underwriting we use.

You must specify certain information in the application, including the Total Face Amount, the death benefit option and supplemental benefits, if any. The Total Face Amount generally may not be decreased below $100,000.

Upon approval of the application, we will issue to you a Policy on the life of the Insured. A specified Initial Premium must be paid before we issue the Policy. The effective date of coverage for your Policy (which we call the "Policy Date") will be the date we receive a Premium equal to or in excess of the specified Initial Premium after we have approved your application. If your Premium payment is received on the 29th, 30th or 31st of a month, the Policy will be dated the 28th of that month.

We generally do not accept Premium payments before approval of an application; however, at our discretion, we may elect to do so. While your application is in underwriting, if we accept your Premium payment before approval of your application, we will provide you with temporary insurance coverage in accordance with the terms of our temporary insurance agreement. In our discretion, we may limit the amount of Premium we accept and the amount of temporary coverage we provide. If we approve your application, we will allocate your Premium payment to the Series Account or Fixed Account on the Policy Date, as described below. Otherwise, we will promptly return your payment to you. We will not credit interest to your Premium payment for the period while your application is in underwriting.

We reserve the right to change the terms or conditions of your Policy to comply with differences in applicable state law. Variations from the information appearing in this prospectus due to individual state requirements are described in supplements that are attached to this prospectus or in endorsements to the Policy, as appropriate.

Free Look Period. During the free look period (ten days or longer where required by state law), you may cancel your Policy. If you exercise the free look privilege, you must return the Policy to our Corporate Headquarters or to the representative from whom you purchased the Policy.

Generally, net Premium will be allocated to the Divisions you selected on the application. However, under certain circumstances described below, the net Premium will first be allocated to the Great-West Money Market Division and remain there until the next Valuation Date following the end of the free look period. On that date, the Sub-Account value held in the Great-West Money Market Division will be allocated to the Division(s) selected by you. If your

36


Premium payments are received after 4:00 PM EST/EDT, such payments will be credited on the next Valuation Date. Regardless of when the payment is credited, you will receive the utilized values from the date we received your payment.

During the free look period, you may change your Division allocations and your allocation percentages, however depending on whether your state permits the immediate investment of your premium, changes made during the free look period may not take effect until after the free look period has expired.

Policies returned during the free look period will be void from the Issue Date. In some states, we will refund your current Account Value plus the return of any expense charges deducted. In those states, this amount may be higher or lower than your Premium payments, which means you bear the investment risk during the free look period.

Certain states require that we return the greater of your Account Value (less any surrenders, withdrawals and distributions already received) or the amount of the Premiums received. In those states, we will allocate your net Premium payments to the Great-West Money Market Division. We will Transfer the Account Value in that Division to the other Divisions of the Series Account in accordance with your most recent allocation instructions on file at the end of the free look period.

Premium. All Premium payments must be made payable to "Great-West Life & Annuity Insurance Company" and mailed to our Corporate Headquarters. The Initial Premium will be due and payable on or before your Policy's Issue Date. The minimum Initial Premium will vary based on various factors, including the age of the Insured and the death benefits option you select, but may not be less than $100. You may pay additional Premium payments to us in the amounts and at the times you choose, subject to the limitations described below. To find out whether your Premium payment has been received, contact us at the address or telephone number shown on the first page of this prospectus.

We reserve the right to limit the number of Premium payments we accept on an annual basis. No Premium payment may be less than $100 per Policy without our consent, although we will accept a smaller Premium payment if necessary to keep your Policy in force. We reserve the right to restrict or refuse any Premium payments that exceed the Initial Premium amount shown on your Policy. We also reserve the right not to accept a Premium payment that causes the death benefit to increase by an amount that exceeds the Premium received. Evidence of insurability satisfactory to us may be required before we accept any such Premium.

We will not accept Premium payments that would, in our opinion, cause your Policy to fail to qualify as life insurance under applicable federal tax law. If a Premium payment is made in excess of these limits, we will accept only that portion of the Premium within those limits, and will refund the remainder to you.

Net Premiums. The net Premium is the amount you pay as the Premium less any expense charges applied to Premiums. See "Charges and Deductions - - Expense Charge Applied to Premium," on page 23.

Planned Periodic Premiums. While you are not required to make additional Premium payments according to a fixed schedule, you may select a planned periodic Premium schedule and corresponding billing period, subject to our limits. We will send you reminder notices for the planned periodic Premium, unless you Request to have reminder notices suspended. You are not required, however, to pay the planned periodic Premium; you may increase or decrease the planned periodic Premium subject to our limits, and you may skip a planned payment or make unscheduled payments. Depending on the investment performance of the Divisions you select, the planned periodic Premium may not be sufficient to keep your Policy in force, and you may need to change your planned payment schedule or make additional payments in order to prevent termination of your Policy.

Death Benefits

Death Benefit. If your Policy is in force at the time of the Insured's death, we will pay the Beneficiary an amount based on the death benefit option you select once we have received Due Proof of the Insured's death. The amount payable will be:

the amount of the selected death benefit option, less
the value of any Policy Debt on the date of the Insured's death, less
any accrued and unpaid Policy charges.


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We will pay this amount to the Beneficiary in one lump sum, unless the Beneficiary and we agree on another form of settlement. We will pay interest, at a rate not less than that required by law, on the amount of Death Benefit Proceeds, if payable in one lump sum, from the date of the Insured's death to the date of payment.

In order to meet the definition of life insurance under the Code, section 7702 of the Code defines alternative testing procedures for the minimum death benefit under a Policy. See "Federal Income Tax Considerations - Tax Status of the Policy," on page 41. Your Policy must qualify under the cash value accumulation test (“CVAT”).

Under the CVAT testing procedures, there is a minimum death benefit required at all times equal to your Account Value multiplied by a pre-determined factor. The factors used to determine the minimum death benefit vary by age. The factors (expressed as percentages) used for the CVAT are set forth in your Policy.

The Policy has two death benefit options.

Option 1. The "Level Death" Option. Under this option, the death benefit is –

the Policy's Total Face Amount on the date of the Insured's death less any partial withdrawals; or, if greater,
the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

This death benefit option should be selected if you want to minimize your cost of insurance (monthly risk charge).

Option 2. The "Coverage Plus" Option. Under this option, the death benefit is –

the sum of the Total Face Amount and Account Value of the Policy on the date of the Insured's death less any partial withdrawals; or, if greater,
the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

This death benefit option should be selected if you want to maximize your death benefit.

Your Account Value and death benefit fluctuate based on the performance of the investment options you select and the expenses and deductions charged to your account. See the “Account Value” and “Charges and Deductions” sections of this prospectus.

There is no minimum death benefit guarantee associated with this Policy.

Changes in Death Benefit Option. After the first Policy Year, but not more than once each Policy Year, you may change the death benefit option by Request. Any change will be effective on the first day of the Policy Month following the date we approve your Request. A maximum administrative fee of $100 will be deducted from your Account Value each time you change your death benefit option.

A change in the death benefit option will not change the amount payable upon the death of the Insured on the date of change. Any change is subject to the following conditions:
If the change is from option 1 to option 2, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount less the Account Value. Evidence of insurability may be required.
If the change is from option 2 to option 1, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount plus the Account Value.

Changes in Total Face Amount. You may increase or decrease the Total Face Amount of your Policy at any time within certain limits.

Minimum Changes. Each increase or decrease in the Total Face Amount must be at least $25,000. We reserve the right to change the minimum amount by which you may change the Total Face Amount.

Increases in Total Face Amount. To Request an increase in Total Face Amount, you must provide satisfactory evidence

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of the Insured's insurability. Once approved by us, an increase will become effective on the Policy Anniversary following our approval of your Request, subject to the deduction of the first Policy Month's monthly risk charge, service charge, any extra risk charge if the Insured is in a rated class and the cost of any riders.

Each increase to the Total Face Amount is considered to be a new segment to the Policy. When an increase is approved, Premium is allocated against the original Policy segment up to the seven-pay Premium limit established on the Issue Date. Any excess Premium is then allocated toward the new segment. Each segment will have a separate target Premium associated with it. The expense charge applied to Premium is higher up to target and lower for Premium in excess of the target as described in detail in the “Charges and Deductions” section of this prospectus. The expense charge formula will apply to each segment based on the target Premium for that segment. In addition, each segment will have a new incontestability period and suicide exclusion period as described in the "Other Provisions and Benefits" section of this prospectus.

Decreases in Total Face Amount. A decrease in Total Face Amount will become effective at the beginning of the next Policy Month following our approval of your Request. The Total Face Amount after the decrease must be at least $100,000.

For purposes of the incontestability provision of your Policy, any decrease in Total Face Amount will be applied in the following order:
first, to the most recent increase;
second, to the next most recent increases, in reverse chronological order; and
finally, to the initial Total Face Amount.

Surrenders and Withdrawals

Surrenders. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate. To surrender your Policy, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to Request the surrender of your Policy. The proceeds of a surrender will be payable within seven days of our receipt of the completed Request.

We will determine your Cash Surrender Value (minus any charges not previously deducted) as of the end of the first Valuation Date after we receive your Request for surrender.
If you withdraw part of the Cash Surrender Value, your Policy's death benefit will be reduced and you may incur taxes and tax penalties.
You may borrow from us using your Account Value as collateral.

A surrender may have tax consequences, including tax penalties. See “Federal Income Tax Considerations – Tax Treatment of Policy Benefits,” beginning on page 41 of this prospectus.

Partial Withdrawal. You may Request a partial withdrawal of Account Value at any time while the Policy is in force. The amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account. A partial withdrawal fee will be deducted from your Account Value for all partial withdrawals after the first made during the same Policy Year. This administrative fee is guaranteed to be no greater than $25. To Request a partial withdrawal, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to request a withdrawal from your Policy. The proceeds of any such partial withdrawal will be payable within seven days of our receipt of the completed Request.

The Death Benefit Proceeds will be reduced by the amount of any partial withdrawals.

Your Account Value will be reduced by the amount of a partial withdrawal. The amount of a partial withdrawal will be withdrawn from the Divisions in proportion to the amounts in the Divisions bearing on your Account Value. You cannot repay amounts taken as a partial withdrawal. Any subsequent payments received by us will be treated as additional Premium payments and will be subject to our limitations on Premiums.


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A partial withdrawal may have tax consequences. See "Federal Income Tax Considerations - - Tax Treatment of Policy Benefits," beginning on page 41 of this prospectus.

Loans

Policy Loans. You may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made less any accrued loan interest and less the current monthly deductions remaining for the balance of the Policy Year. When a Policy loan is made, a portion of your Account Value equal to the amount of the Policy loan will be allocated to the Loan Account as collateral for the loan. This amount will not be affected by the investment experience of the Series Account while the loan is outstanding and will be subtracted from the Divisions in proportion to the amounts in the Divisions bearing on your Account Value. The minimum Policy loan amount is $500.

The interest rate on the Policy loan will be determined annually, using a simple interest formula, at the beginning of each Policy Year. Specific loan interest rate information can be obtained by calling 1-888-353-2654 . That interest rate will be guaranteed for that Policy Year and will apply to all Policy loans outstanding during that Policy Year. Interest is due and payable on each Policy Anniversary. Interest not paid when due will be added to the principal amount of the loan and will bear interest at the loan interest rate.

Presently, the maximum interest rate for Policy loans is the Moody's Corporate Bond Yield Average - Monthly Average Corporates, which is published by Moody's Investor Service, Inc. If the Moody’s Corporate Bond Yield Average ceases to be published, the maximum interest rate for Policy loans will be derived from a substantially similar average adopted by your state's Insurance Commissioner.

We must reduce our Policy loan interest rate if the maximum loan interest rate is lower than the loan interest rate for the previous Policy Year by one-half of one percent or more.

We may increase the Policy loan interest rate but such increase must be at least one-half of one percent. No increase may be made if the Policy loan interest rate would exceed the maximum loan interest rate. We will send you advance notice of any increase in the Policy loan rate.

Interest will be credited to amounts held in the Loan Account using a compound interest formula. The rate will be no less than the Policy loan interest rate then in effect less a maximum of 0.9%.

All payments we receive from you will be treated as Premium payments unless we have received notice, in form satisfactory to us, that the funds are for loan repayment. If you have a Policy loan, it is generally advantageous to repay the loan rather than make a Premium payment because Premium payments incur expense charges whereas loan repayments do not. Loan repayments will first reduce the outstanding balance of the Policy loan and then accrued but unpaid interest on such loans. We will accept repayment of any Policy loan at any time while the Policy is in force. Amounts paid to repay a Policy loan will be allocated to the Divisions in accordance with your allocation instructions then in effect at the time of repayment. Any amount in the Loan Account used to secure the repaid loan will be allocated back to the Sub-Accounts.

A Policy loan, whether or not repaid, will affect the Death Benefit Proceeds, payable upon the Insured's death, and the Account Value because the investment results of the Divisions do not apply to amounts held in the Loan Account. The longer a loan is outstanding, the greater the effect is likely to be, depending on the investment results of the Divisions while the loan is outstanding. The effect could be favorable or unfavorable.

Lapse and Reinstatement

Lapse and Continuation of Coverage. If you cease making Premium payments, coverage under your Policy and any riders to the Policy will continue until your Account Value, less any Policy Debt, is insufficient to cover the monthly deduction. When that occurs, the grace period will go into effect.

Grace Period. If the first day of a Policy Month occurs during the Valuation Period and your Account Value, less any Policy Debt, is not sufficient to cover the monthly deduction for that Policy Month, then your Policy will enter the grace period described below. If you do not pay sufficient additional Premiums during the grace period, your Policy

40


will terminate without value.

The grace period will allow 61 days for the payment of Premium sufficient to keep the Policy in force. Any such Premium must be in an amount sufficient to cover deductions for the monthly risk charge, the service charge, the cost for any riders and any extra risk charge if the Insured is in a rated class for the next two Policy Months. Notice of Premium due will be mailed to your last known address or the last known address of any assignee of record at least 31 days before the date coverage under your Policy will cease. If the Premium due is not paid within the grace period, then the Policy and all rights to benefits will terminate without value at the end of the 61-day period. The Policy will continue to remain in force during this grace period. If the Death Benefit Proceeds become payable by us during the grace period, then any due and unpaid Policy charges will be deducted from the amount payable by us.

Termination of Policy. Your Policy will terminate on the earliest of the date we receive your Request to surrender, the expiration date of the grace period due to insufficient value or the date of death of the Insured. Upon lapse or termination, the Policy no longer provides insurance benefits.

Reinstatement. Before the Insured's death, we will reinstate your Policy, provided that the Policy has not been surrendered, and provided further that:

you make your reinstatement Request within three years from the date of termination;
you submit satisfactory Evidence of Insurability to us;
you pay an amount equal to the Policy charges which were due and unpaid at the end of the grace period;
you pay a Premium equal to four times the monthly deduction applicable on the date of reinstatement; and
you repay or reinstate any Policy loan that was outstanding on the date coverage ceased, including interest at 6.00% per year compounded annually from the date coverage ceased to the date of reinstatement of your Policy.

A reinstated Policy's Total Face Amount may not exceed the Total Face Amount at the time of termination. Your Account Value on the reinstatement date will reflect:

the Account Value at the time of termination; plus
net Premiums attributable to Premiums paid to reinstate the Policy; less
the monthly expense charge; less
the monthly cost of insurance charge applicable on the date of reinstatement; less
The expense charge applied to Premium.

The effective date of reinstatement will be the date the application for reinstatement is approved by us.

Deferral of Payment. We will usually pay any amount due from the Series Account within seven days after the Valuation Date following your Request giving rise to such payment or, in the case of death of the Insured, Due Proof of such death. Payment of any amount payable from the Series Account on death, surrender, partial withdrawal, or Policy loan may be postponed whenever:
the NYSE is closed other than customary weekend and holiday closing, or trading on the NYSE is otherwise restricted;
the SEC, by order, permits postponement for the protection of Owners; or
an emergency exists as determined by the SEC, as a result of which disposal of securities is not reasonably practicable, or it is not reasonably practicable to determine the value of the assets of the Series Account.

Federal Income Tax Considerations

The following summary provides a general description of the federal income tax considerations associated with the Policy and does not purport to be complete or to cover all situations. This discussion is not intended as tax advice. You should consult counsel or other competent tax advisers for more complete information. This discussion is based upon our understanding of the Internal Revenue Service’s (the "IRS") current interpretation of current federal income tax laws. We make no representation as to the likelihood of continuation of the current federal income tax laws or of the current interpretations by the IRS. We do not make any guarantee regarding the tax status of any Policy or any transaction regarding the Policy.


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The Policy may be used in various arrangements, including non-qualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the use of the Policy in any such arrangement is contemplated, you should consult a qualified tax adviser for advice on the tax attributes and consequences of the particular arrangement.

Tax Status of the Policy

A Policy has certain tax advantages when treated as a life insurance contract within the meaning of section 7702 of the Code. We believe that the Policy meets the section 7702 definition of a life insurance contract and will take whatever steps are appropriate and reasonable to attempt to cause the Policy to comply with section 7702. We reserve the right to amend the Policy to comply with any future changes in the Code, any regulations or rulings under the Code and any other requirements imposed by the IRS.

Diversification of Investments. Section 817(h) of the Code requires that the investments of each Division of the Series Account be "adequately diversified" in accordance with certain Treasury Department regulations. Disqualification of the Policy as a life insurance contract for failure to comply with the diversification requirements would result in the imposition on you of federal income tax at ordinary income tax rates with respect to the earnings allocable to the Policy in the year of the failure and all prior years prior to the receipt of payments under the Policy. We believe that the Divisions will be adequately diversified.

Policy Owner Control. In connection with its issuance of temporary and proposed regulations under Section 817(h) in 1986, the Treasury Department announced that those regulations did not "provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor (i.e., the Owner), rather than the insurance company to be treated as the owner of the assets in the account" (which would result in the current taxation of the income on those assets to the Owner). In Revenue Ruling 2003-91, the IRS provided such guidance by describing the circumstances under which the owner of a variable contract will not possess sufficient control over the assets underlying the contract to be treated as the owner of those assets for federal income tax purposes. Rev. Rul. 2003-91 states that the determination of whether the owner of a variable contract is to be treated as the owner of the assets held by the insurance company under the contract will depend on all of the facts and circumstances. We do not believe that your ownership rights under the Policy would result in your being treated as the Owner of the assets of the Policy under Rev. Rul. 2003-91. However, we do not know whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance. Therefore, we reserve the right to modify the Policy as necessary to attempt to prevent an Owner from being considered the owner of a pro rata share of the assets of the Policy.

The following discussion assumes that your Policy will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy Benefits

Life Insurance Death Benefit Proceeds. In general, the amount of the Death Benefit Payable under your Policy is excludible from your Beneficiary’s gross income under the Code.

If the death benefit is not received in a lump sum and is, instead, applied under a proceeds option agreed to by us and the Beneficiary, payments generally will be prorated between amounts attributable to the death benefit, which will be excludible from the Beneficiary's income, and amounts attributable to interest (occurring after the Insured's death), which will be includable in the Beneficiary's income.

Tax Deferred Accumulation. Any increase in your Account Value is generally not taxable to you. If you receive or are deemed to receive amounts from the Policy before the Insured dies, see the following section entitled “Distributions” for a more detailed discussion of the taxability of such payments.

Depending on the circumstances, any of the following transactions may have federal income tax consequences:
the exchange of a Policy for a life insurance, endowment or annuity contract;
a change in the death benefit option;

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a Policy loan;
a partial surrender;
a complete surrender;
a change in the ownership of a Policy;
a change of the named Insured; or
an assignment of a Policy.

In addition, federal, state and local transfer and other tax consequences of ownership or receipt of Death Benefit Proceeds will depend on your circumstances and those of the named Beneficiary. Whether partial withdrawals (or other amounts deemed to be distributed) constitute income subject to federal income tax depends, in part, upon whether your Policy is considered a MEC.

Surrenders. If you surrender your Policy, you will recognize ordinary income to the extent the Account Value exceeds the "investment in the contract," which is generally the total of Premiums and other consideration paid for the Policy, less all amounts previously received under the Policy to the extent those amounts were excludible from gross income.

Modified Endowment Contracts. Section 7702A of the Code treats certain life insurance contracts as MECs. In general, a Policy will be treated as a MEC if total Premiums paid at any time during the first seven Policy Years exceed the sum of the net level Premiums which would have been paid on or before that time if the Policy provided for paid-up future benefits after the payment of seven level annual Premiums ("seven-pay test"). In addition, a Policy may be treated as a MEC if there is a "material change" to the Policy.

We will monitor your Premium payments and other Policy transactions and notify you if a payment or other transaction might cause your Policy to become a MEC. We will not invest any Premium or portion of a Premium that would cause your Policy to become a MEC without instruction to do so from you. We will promptly notify you or your agent of the excess cash received. We will not process the Premium payment unless we receive a MEC acceptance form or Policy change form within 48 hours of receipt of the excess funds. If paperwork is received that allows us to process the excess cash, the effective date will be the date of the new paperwork.

Further, if a transaction occurs which decreases the Total Face Amount of your Policy during the first seven years, we will retest your Policy, as of the date of its purchase, based on the lower Total Face Amount to determine compliance with the seven-pay test. Also, if a decrease in Total Face Amount occurs within seven years of a "material change," we will retest your Policy for compliance as of the date of the "material change." Failure to comply in either case would result in the Policy's classification as a MEC regardless of our efforts to provide a payment schedule that would not otherwise violate the seven-pay test.

The rules relating to whether a Policy will be treated as a MEC are complex and cannot be fully described in the limited confines of this summary. Therefore, you should consult with a competent tax adviser to determine whether a particular transaction will cause your Policy to be treated as a MEC.

Distributions

Distributions Under a Policy That Is Not a MEC. If your Policy is not a MEC, a distribution is generally treated first as a tax-free recovery of the "investment in the contract," and then as a distribution of taxable income to the extent the distribution exceeds the "investment in the contract." An exception is made for cash distributions that occur in the first 15 Policy Years as a result of a decrease in the death benefit or other change that reduces benefits under the Policy that are made for purposes of maintaining compliance with section 7702. Such distributions are taxed in whole or part as ordinary income (to the extent of any gain in the Policy) under rules prescribed in section 7702.

If your Policy is not a MEC, Policy loans and loans secured by the Policy are generally not treated as distributions. Such loans are instead generally treated as your indebtedness.

Finally, if your Policy is not a MEC, distributions (including distributions upon surrender), Policy loans and loans secured by the Policy are not subject to the ten percent additional tax applicable to distributions from a MEC.

Distributions Under Modified Endowment Contracts. If treated as a MEC, your Policy will be subject to the following

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tax rules:

First, partial withdrawals are treated as ordinary income subject to ordinary income tax up to the amount equal to the excess (if any) of your Account Value immediately before the distribution over the "investment in the contract" at the time of the distribution.
Second, Policy loans and loans secured by a Policy are treated as partial withdrawals and taxed accordingly. Any past-due loan interest that is added to the amount of the loan is treated as a loan.
Third, a ten percent additional penalty tax is imposed on that portion of any distribution (including distributions upon surrender), Policy loan, or loan secured by a Policy, that is included in income, except where the distribution or loan is made to a taxpayer that is a natural person, and:
1.
is made when the taxpayer is age 59½ or older;
2.
is attributable to the taxpayer becoming disabled; or
3.
is part of a series of substantially equal periodic payments (not less frequently than annually) for the duration of the taxpayer’s life (or life expectancy) or for the duration of the longer of the taxpayer’s or the Beneficiary's life (or life expectancies).

Multiple Policies. All MECs issued by us (or our affiliates) to you during any calendar year will be treated as a single MEC for purposes of determining the amount of a Policy distribution that is taxable to you.

Treatment When Insured Reaches Attained Age 121. As described above, when the Insured reaches Attained Age 121, we will issue you a "paid-up" life insurance Policy. We believe that the paid-up life insurance Policy will continue to qualify as a "life insurance contract" under the Code. However, there is some uncertainty regarding this treatment. It is possible, therefore, that you would be viewed as constructively receiving the Cash Surrender Value in the year in which the Insured attains age 121 and would realize taxable income at that time, even if the Death Benefit Proceeds were not distributed at that time. In addition, any outstanding Policy Debt will be repaid at that time. This repayment may be treated as a taxable distribution to you, if your contract is not a MEC.

The IRS has issued Revenue Procedure 2010-28 providing a safe harbor concerning the application of Sections 7702 and 7702A to life insurance contracts that have mortality guarantees based on the 2001 CSO Table and which may continue in force after an insured attains age 100. If a contract satisfies all the requirements of Sections 7702 and 7702A using all of the Age 100 Safe Harbor Testing Method requirements set forth in Rev. Proc. 2010-28, the IRS will not challenge the qualification of that contract under Sections 7702 and 7702A. Rev. Proc. 2010-28 also states that “No adverse inference should be drawn with respect to the qualification of a contract as a life insurance contract under §7702, or its status as not a MEC under §7702A, merely by reason of a failure to satisfy all of the requirements of [the Age 100 Safe Harbor].”

Federal Income Tax Withholding. We are required to withhold 10% on that portion of a Policy distribution that is taxable, unless you direct us in writing not to do so at or before the time of the Policy distribution. As the Owner you are responsible for the payment of any taxes and early distribution penalties that may be due on Policy distributions.
Beginning in 2014, we may be required to withhold at a rate of 30% under the Foreign Account Tax Compliance Act ("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.


Actions to Ensure Compliance with the Tax Law. We believe that the maximum amount of Premiums we intend to permit for the Policies will comply with the Code definition of a "life insurance contract." We will monitor the amount of your Premiums, and, if you pay a Premium during a Policy Year that exceeds those permitted by the Code, we will promptly refund the Premium or a portion of the Premium before any allocation to the Funds. We reserve the right to increase the death benefit (which may result in larger charges under a Policy) or to take any other action deemed necessary to ensure the compliance of the Policy with the federal tax definition of a life insurance contract.

Trade or Business Entity Owns or Is Directly or Indirectly a Beneficiary of the Policy. Where a Policy is owned by other than a natural person, the Owner's ability to deduct interest on business borrowing unrelated to the Policy can

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be impacted as a result of its ownership of cash value life insurance. No deduction will be allowed for a portion of a taxpayer's otherwise deductible interest expense unless the Policy covers only one individual, and such individual is, at the time first covered by the Policy, a 20 percent owner of the trade or business entity that owns the Policy, or an officer, director, or employee of such trade or business.

Although this limitation generally does not apply to Policies held by natural persons, if a trade or business (other than one carried on as a sole proprietorship) is directly or indirectly the Beneficiary under a Policy (e.g., pursuant to a split-dollar agreement), the Policy will be treated as held by such trade or business. The effect will be that a portion of the trade or business entity's deduction for its interest expenses will be disallowed unless the above exception for a 20 percent owner, employee, officer or director applies.

The portion of the entity's interest deduction that is disallowed will generally be a pro rata amount which bears the same ratio to such interest expense as the taxpayer's average unborrowed cash value bears to the sum of the taxpayer's average unborrowed cash value and average adjusted bases of all other assets. Any corporate or business use of the life insurance should be carefully reviewed by your tax adviser with attention to these rules as well as any other rules and possible tax law changes that could occur with respect to corporate-owned life insurance.

In Revenue Ruling 2011-9, the IRS held that the status of an insured as an employee “at the time first covered” for purposes of Section 264(f) does not carry over from a contract given up in a Section 1035 tax-free exchange to a contract received in such an exchange. Therefore, the pro rata interest expense disallowance exception of Section 264(f)(4) does not apply to new Policies received in Section 1035 tax-free exchanges unless such Policies also qualify for the exception provided by Section 264(f)(4) of the Code.

Employer-Owned Life Insurance. The Pension Protection Act of 2006 added a new section to the Code that denies the tax-free treatment of death benefits payable under an employer-owned life insurance contract unless certain notice and consent requirements are met and either (1) certain rules relating to the insured employee’s status are satisfied or (2) certain rules relating to the payment of the “amount received under the contract” to, or for the benefit of, certain beneficiaries or successors of the insured employee are satisfied. The new rules apply to life insurance contracts owned by corporations (including S corporations), individual sole proprietors, estates and trusts and partnerships that are engaged in a trade or business. Any business contemplating the purchase of a Policy on the life of an employee should consult with its legal and tax advisers regarding the applicability of the new legislation to the proposed purchase.

Split Dollar Life Insurance. A tax adviser should also be consulted with respect to the 2003 split dollar regulations if you have purchased or are considering the purchase of a Policy for a split dollar insurance plan. Any business contemplating the purchase of a new life insurance contract or a change in an existing contract should consult a tax adviser.

Alternative Minimum Tax. There may also be an indirect tax upon the income in the Policy or the proceeds of a Policy under the federal corporate alternative minimum tax, if the policy owner is subject to that tax.

Other Employee Benefit Programs. Complex rules may apply when a Policy is held by an employer or a trust, or acquired by an employee, in connection with the provision of employee benefits. These Policy owners also must consider whether the Policy was applied for by, or issued to, a person having an insurable interest under applicable state law, as the lack of insurable interest may, among other things, affect the qualification of the Policy as life insurance for federal income tax purposes and the right of the Beneficiary to death benefits. Employers and employer-created trusts may be subject to reporting, disclosure and fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended. You should consult your legal adviser.

Policy Loan Interest. Generally, no tax deduction is allowed for interest paid or accrued on any indebtedness under a Policy.

Change of Insured Rider. The Company makes no representations concerning the tax effects of the change of insured rider. Owners are responsible for seeking tax counsel regarding the tax effects of the Rider. The Company reserves the right to refund cash value exceeding allowable limits for tax exempt purposes, or that would be charged as current interest income to Owners.


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Investment Income Surtax. In taxable years beginning in 2013, taxable distributions from life insurance policies are considered “investment income” for purposes of the newly enacted Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g., earnings) to individuals, trusts, and estates whose income exceeds certain threshold amounts as follows: an amount equal to the lesser of (a) “net investment income”; or (b) the excess of a taxpayer’s modified adjusted gross income over a specified income threshold ($250,000 for married couples filing jointly, $125,000 for married couples filing separately, and $200,000 for everyone else). The IRS has issued regulations that treat taxable distributions from life insurance policies as “Net investment income.” Please consult the impact of the Investment Income Surtax on you with a competent tax advisor.

Our Taxes. We are taxed as a life insurance company under part I of subchapter L of the Code. The operations of the Series Account are taxed as part of our operations.  Investment income and realized capital gains are not taxed to the extent that they are applied under the Policies. As a result of the Omnibus Budget Reconciliation Act of 1990, we are generally required to capitalize and amortize certain Policy acquisition expenses over a ten year period rather than currently deducting such expenses. This so-called "deferred acquisition cost" tax ("DAC tax") applies to the deferred acquisition expenses of a Policy and results in a significantly higher corporate income tax liability for Great-West. We reserve the right to adjust the amount of a charge to Premium to compensate us for these anticipated higher corporate income taxes.

A portion of the expense charges applied to Premium is used to offset the federal, state or local taxes that we incur which are attributable to the Series Account or the Policy. We reserve the right to adjust the amount of this charge.

Summary.
We do not make any guarantees about the Policy's tax status.
We believe the Policy will be treated as a life insurance contract under federal tax laws.
Death benefits generally are not subject to federal income tax.
Investment gains are normally not taxed unless distributed to you before the Insured dies.
If you pay more Premiums than permitted under the seven-pay test, your Policy will be a MEC.
If your Policy becomes a MEC, partial withdrawals, Policy loans and surrenders may incur taxes and tax penalties.
Corporate Tax Shelter Requirements

The Company does not believe that any purchase of a Policy by an Owner pursuant to this offering will be subject to the tax shelter registration, customer list or reporting requirements under the Code and implementing regulations. All Owners that are corporations are advised to consult with their own tax and/or legal counsel and advisers, to make their own determination as to the applicability of the disclosure requirements of IRC § 6011 and Treas. Reg. Section 1.6011-4 to their federal income tax returns.

Legal Proceedings

There are no pending legal proceedings that would have an adverse material effect on the Series Account or on GWFS. Great-West is engaged in various kinds of routine litigation that, in our judgment, is not material to its total assets or material with respect to the Series Account.

Legal Matters

Pursuant to Commodity Futures Trading Commission Rule 4.5, Great-West has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Therefore, it is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.

Beverly A. Byrne, Senior Vice President, Legal and Chief Compliance Officer of Great-West, has passed upon all matters of Colorado law pertaining to the Policy, including the validity of the Policy and our right to issue the Policy under Colorado law. The law firm of Carlton Fields Jorden Burt, P.A., 1025 Thomas Jefferson St., N.W., Suite 400 East, Washington, D.C. 20007-5208, serves as special counsel to Great-West with regard to the federal securities laws.

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Abandoned Property Requirements

Every state has unclaimed property laws that generally provide for escheatment to the state of unclaimed property (including proceeds of life insurance policies) under various circumstances. This “escheatment” is revocable, however, and the state is obligated to pay the applicable proceeds if the property owner steps forward to claim it with the proper documentation. To help prevent such escheatment, it is important that you keep your policy and other information on file with us up to date, including the names, contact information, and identifying information for owners, beneficiaries, and other payees. Such updates should be communicated by writing to the Company at 8515 E. Orchard Road, 9T2, Greenwood Village, CO 80111, by calling 888-353-2654, by sending an email to gwexecbenefits@greatwest.com or via the web at www.greatwest.com/executivebenefits.

Financial Statements

Great-West's consolidated financial statements, which are included in the Statement of Additional Information (“SAI”), should be considered only as bearing on our ability to meet our obligations with respect to the death benefit and our assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Series Account.



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Appendix A – Glossary of Terms

Unless otherwise defined in this prospectus, capitalized terms shall have the meaning set forth below.

Account Value – The sum of the value of your interests in the Divisions, the Fixed Account and the Loan Account. This amount reflects: (1) the Premiums you pay; (2) the investment performance of the Divisions you select; (3) any Policy loans or partial withdrawals; (4) your Loan Account balance; and (5) the charges we deduct under the Policy.

Attained Age – The age of the Insured, nearest birthday, as of the Policy Date and each Policy Anniversary thereafter.

Beneficiary – The person(s) named by the Owner to receive the Death Benefit Proceeds upon the death of the Insured.

Business Day – Any day that we are open for business. We are open for business every day that the NYSE is open for trading.

Cash Surrender Value – is equal to:
(a)
Account Value on the effective date of the surrender; less
(b)
outstanding Policy loans and accrued loan interest, if any; less
(c)
any monthly cost of insurance charges.

Corporate Headquarters – Great-West Life & Annuity Insurance Company, 8515 East Orchard Road, Greenwood Village, Colorado 80111, or such other address as we may hereafter specify to you by written notice.

Death Benefit Proceeds – The amount determined in accordance with the terms of the Policy which is payable at the death of the Insured. This amount is the death benefit, decreased by the amount of any outstanding Policy Debt, and increased by the amounts payable under any supplemental benefits.

Divisions – Divisions into which the assets of the Series Account are divided, each of which corresponds to and contains shares of a Fund. Divisions may also be referred to as "investment divisions" or "sub-accounts" in the prospectus, SAI or Series Account financial statements.

Due Proof – Such evidence as we may reasonably require in order to establish that Death Benefit Proceeds are due and payable.

Effective Date – The date on which the first Premium payment is credited to the Policy.

Evidence of Insurability – Information about an Insured that is used to approve or reinstate this Policy or any additional benefit.

Fixed Account – A division of our General Account that provides a fixed interest rate. This account is not part of and does not depend on the investment performance of the Sub-Accounts. The Fixed Account is not an available option for Pre-2009 Policies.

Fund – An underlying mutual fund in which a Division invests. Each Fund is an investment company registered with the SEC or a separate investment series of a registered investment company.

General Account – All of our assets other than those held in a separate investment account.

Initial Premium – The initial Premium amount specified in a Policy.

Insured – The person whose life is insured under the Policy.

Issue Age – The Insured’s age as of the Insured’s birthday nearest the Policy Date.

Issue Date – The date on which we issue a Policy.


A-1


Loan Account – All outstanding loans plus credited loan interest held in the General Account of the Company. The Loan Account is not part of the Series Account.

Loan Account Value – The sum of all outstanding loans plus credited loan interest for this Policy.

MEC – Modified Endowment Contract. For more information regarding MECs, see “Modified Endowment Contracts” on page 42.

NYSE – New York Stock Exchange.

Owner – The person(s) named in the application who is entitled to exercise all rights and privileges under the Policy, while the Insured is living. The purchaser of the Policy will be the Owner unless otherwise indicated in the application.

Policy Anniversary – The same day in each succeeding year as the day of the year corresponding to the Policy Date.

Policy Date – The effective date of coverage under this Policy. The Policy Months, Policy Years and Policy Anniversaries are measured from the Policy Date.

Policy Debt – The principal amount of any outstanding loan against the Policy plus accrued but unpaid interest on such loan.

Policy Month – The one-month period commencing on the same day of the month as the Policy Date.

Policy Year – The one-year period commencing on the Policy Date or any Policy Anniversary and ending on the next Policy Anniversary.

Pre-2009 Policy – A Policy issued before January 1, 2009. Owners of a Pre-2009 Policy may continue to make additional premium payments. For information about how the Pre-2009 Policy differs from the Policy that we offer until April 30, 2011, please see Appendix B.

Premiums – Amounts received and allocated to the Sub-Account(s) prior to any deductions.

Request – Any instruction in a form, written, telephoned or computerized, satisfactory to the Company and received in good order at the Corporate Headquarters from the Owner or the Owner’s assignee (as specified in a form acceptable to the Company) or the Beneficiary, (as applicable) as required by any provision of this Policy or as required by the Company. The Request is subject to any action taken or payment made by the Company before it was processed.

SEC – The United States Securities and Exchange Commission.

Series Account – The segregated investment account established by the Company as a separate account under Colorado law named the COLI VUL –2 Series Account. It is registered as a unit investment trust under the 1940 Act.

Sub-Account – Sub-division(s) of the Owner's Account Value containing the value credited to the Owner from the Series Account. Sub-Accounts may also be referred to as “investment divisions” or “Divisions” in the prospectus, SAI or Series Account financial statements.

Surrender Benefit – Account Value less any outstanding Policy loans and less accrued loan interest.

Total Face Amount – The amount of life insurance coverage you request as specified in your Policy.

Transaction Date – The date on which any Premium payment or Request from the Owner will be processed by the Company. Premium payments and Requests received after 4:00 p.m. EST/EDT will be deemed to have been received on the next Business Day. Requests will be processed and the Sub-Account value will be valued on the day that the Premium payments or Request is received and the NYSE is open for trading.

Transfer – The moving of money from one or more Division(s) or the Fixed Account to one or more Division(s) or

A-2


the Fixed Account.

Unit – An accounting unit of measurement that we use to calculate the value of each Division.

Unit Value – The value of each Unit in a Division.

Valuation Date – The date on which the net asset value of each Fund is determined. A Valuation Date is each day that the NYSE is open for regular business. The value of a Division’s assets is determined at the end of each Valuation Date (generally 4:00 p.m. EST/EDT). To determine the value of an asset on a day that is not a Valuation Date, the value of that asset as of the end of the previous Valuation Date will be used.

Valuation Period – The period of time from one determination of Unit Values to the next following determination of Unit Values. We will determine Unit Value for each Valuation Date as of the close of the NYSE (generally 4:00 p.m. EST/EDT) on that Valuation Date.


A-3


Appendix B –

Information About How a Pre-2009 Policy and Optional Term Insurance Rider (Issued Prior to January 1, 2009) Differs from the Policy and Optional Rider that We Issued until April 30, 2011


Prior to January 1, 2009, we issued and earlier version of this Policy (the “Pre-2009 Policy”). The Pre-2009 Policy is no longer offered for sale. However, many Pre-2009 Policies remain outstanding and most of the information in the prospectus is applicable. However, this Appendix B explains the differences between the Pre-2009 Policy from the description in the rest of the prospectus, which describes Policies we issued until April 30, 2011. If you own a Pre-2009 (issued prior to January 1, 2009), you should read this Appendix B for information as to your Pre-2009 Policy differs from the Policy described in the rest of the prospectus.

1.    Different Cost of Insurance Charge Amounts

Certain information as to how we calculate the cost of insurance changes for the Policy we issued until April 30, 2011 is set forth under “Monthly Risk Rates” on page 25 of the prospectus. That discussion applies to the Pre-2009 policy with one exception. References to the 2001 Commissioner’s Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table do not apply to the Pre-2009 Policy. Instead, these statements would refer to the 1980 Commissioner’s Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table.

The cost of insurance charges under the Pre-2009 Policy differ from those charged under the Policy issued on or after January 1, 2009 as provided in the tables below. Specifically, under the Pre-2009 Policy the minimum cost of insurance charge is $.08 per $1000 and under a Policy issued on or after January 1, 2009, the minimum cost of insurance charge is $.02 per $1000.

2.    Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Pre-2009 Policy. The first table describes the fees and expenses that you will pay at the time that you buy the Pre-2009 Policy, surrender the Pre-2009 Policy, or Transfer cash value between investment options.


B-1


Transaction Fees
Cost of Insurance (per $1000 Net Amount at Risk

 
 
Minimum & Maximum Cost of Insurance Charge

Monthly
Guaranteed:
Minimum: $0.08 per $1000.
Maximum: $83.33 per $1000.

Cost of Insurance Charge for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)

Monthly
Guaranteed:

$0.41 per $1000.


Mortality and Expense Risk Fees
Monthly
Guaranteed: 0.90% annually.

Current:
0.40% for Policy Years 1-5,
0.25% for Policy Years 6-20, and 0.10% thereafter.


Service Charge


Monthly
Maximum: $15/month

Current: $10.00/month,
Policy Years 1-3 and $7.50/month, Policy Years 4+


B-2



Supplemental Benefit Charges

The charges for the rider you selected are deducted monthly from your Account Value as part of the Monthly Deduction described on page 24 of this prospectus. The benefits provided under each rider are summarized in “Other Provisions and Benefits” beginning on page 32.

 
 
 
Change of Insured Rider*
Upon change of Insured
Minimum: $100 per change.
Maximum: $400 per change.
Change of Insured Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)*

 
$400 per change.
Term Life Insurance Rider
Monthly
Guaranteed:
Minimum COI: $0.08 per $1000.

Maximum COI: $83.33 per $1000.

Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)
Monthly
Guaranteed:

$0.41 per $1000.
*/ Not available to individual Owners.
3.    Paid-Up Life Insurance

For the Pre-2009 Policy, if the Insured reached Attained Age 100 and the Policy is in force, the Account Value, less Policy Debt, will be applied as a single Premium to purchase “paid-up” insurance. This is different from the age disclosed on pages 11, 33 and 43 of the prospectus for the Policy that we issued until April 30, 2011.

4.    Term Life Insurance Rider

For the Pre-2009 Policy, the rider is renewable annually until the Insured’s Attained Age 100. This is different from the age disclosed on page 33 of the prospectus for the Policy that we issued until April 30, 2011. In addition, the cost of insurance charges under the Pre-2009 Policy Term Life Insurance Rider differ from those charged under the Term Life Insurance Rider issued on or after January 1, 2009 as provided in the table above. Specifically, under the Pre-2009 Policy Term Life Insurance Rider, the minimum cost of insurance charge is $.08 per $1000 and under a Term Life Insurance Rider issued on or after January 1, 2009, the minimum cost of insurance charge is $.02 per $1000.

5.    Fixed Account

For the Pre-2009 Policy, the Fixed Account is not an available investment option.

6.
Definition of Account Value

Because the Fixed Account is not an option for Pre-2009 Policies, the term of Account Value is defined as "the sum of the value of your interests in the Divisions and the Loan Account. This amount reflects: (1) the Premiums you pay; (2) the investment performance of the Divisions you select; (3) any Policy loans or partial withdrawals; (4) your Loan Account balance; and (5) the charges we deduct under the Policy."

B-3



The SAI is a document that includes additional information about the Series Account, including the financial statements of both Great-West and of each of the Divisions of the Series Account. The SAI is incorporated by reference as a matter of law into the prospectus, which means that it is legally part of the prospectus. The SAI is available upon request, without charge. To request the SAI or other information about the Policy, or to make any inquires about the Policy, contact Great-West toll-free at 888-353-2654 or via email at www.greatwest.com/executivebenefits.

Information about the Series Account (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Reports and other information about the Series Account are available on the SEC’s website at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by writing at the Public Reference Section of the Commission, 450 Fifth Street, NW, Washington, D.C. 20549-0102.





Investment Company Act File No. 811-09201



B-4
 





COLI VUL-2 SERIES ACCOUNT



Flexible Premium Variable
Universal Life Insurance Policies



Issued by:



Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, Colorado 80111





STATEMENT OF ADDITIONAL INFORMATION





This Statement of Additional Information is not a prospectus. It contains information in addition to the information in the prospectus for the Policy. The prospectus for the Policy, which we may amend from time to time, contains the basic information you should know before purchasing a Policy. This Statement of Information should be read in conjunction with the prospectus, dated May 1, 2014, which is available without charge by contacting Great-West Life & Annuity Insurance Company at (888) 353-2654 or via e-mail at www.greatwest.com/executivebenefits.






May 1, 2014



Table of Contents





General Information and History of Great-West and the Series Account

Great-West Life & Annuity Insurance Company (“Great-West,” the “Company,” “we” or “us”) is a stock life insurance company that was originally organized under the laws of the state of Kansas as the National Interment Association. Our name was changed to Ranger National Life Insurance Company in 1963 and to Insuramerica Corporation in 1980 prior to changing to our current name in February 1982. In September 1990, we redomesticated under the laws of Colorado.

We are authorized to do business in forty-nine states, the District of Columbia, Puerto Rico, U.S. Virgin Islands and Guam. We issue individual and group life insurance policies and annuity contracts and accident and health insurance policies.

Great-West 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.

We established the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company (the “Series Account”) in accordance with Colorado law on November 25, 1997. The Series Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940.

State Regulation

We are subject to the laws of Colorado governing life insurance companies and to regulation by Colorado’s Commissioner of Insurance, whose agents periodically conduct an examination of our financial condition and business operations. We are also subject to the insurance laws and regulations of all the jurisdictions in which we are authorized to do business.

We are required to file an annual statement with the insurance regulatory authority of those jurisdictions where we are authorized to do business relating to our business operations and financial condition as of December 31st of the preceding year.

Independent Registered Public Accounting Firm

The financial statements and financial highlights of each of the investment divisions of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company 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. The consolidated financial statements and the related financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries included in this Statement of Additional Information included in the Registration Statement 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 statement schedule have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.


Underwriters

The offering of the Policy is made on a continuous basis by GWFS Equities, Inc. ("GWFS Equities"), an indirect wholly owned subsidiary of Great-West, whose principal business address is 8515 East Orchard Road, Greenwood Village, Colorado 80111. GWFS Equities is registered with the SEC under the Securities Exchange Act of 1934 ("Exchange Act") as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”).

GWFS Equities has received no underwriting commissions in connection with this offering in each of the last three



fiscal years.

Licensed insurance agents will sell the Policy in those states where the Policy may be lawfully sold. Such agents will be registered representatives of broker-dealers registered under the Exchange Act, which are members of FINRA and which have entered into selling agreements with GWFS Equities. GWFS Equities also acts as the general distributor of certain annuity contracts issued by us. The maximum sales commission payable to our agents, independent registered insurance agents and other registered broker-dealers is 25% of Premium. In addition, asset-based trail commissions may be paid. A sales representative may be required to return all or a portion of the commissions paid if: (i) a Policy terminates prior to the second Policy Anniversary; or (ii) a Policy is surrendered for the Surrender Benefit within the first six Policy Years and applicable state insurance law permits a return of expense charge.

Underwriting Procedures

We will issue on a fully underwritten basis applicants up to 300% of our standard current mortality assumptions. We will issue on a simplified basis based on case characteristics, such as required Policy size, average age of group and the industry of the group using our standard mortality assumptions. We will issue on a guaranteed basis for larger groups based on case characteristics such as the size of the group, Policy size, average age of group, industry, and group location.

Illustrations

Upon Request, we will provide you an illustration of Cash Surrender Value, Account Value and death benefits. The first illustration you Request during a Policy Year will be provided to you free of charge. Thereafter, each additional illustration Requested during the same Policy Year will be provided to you for a nominal fee not to exceed $50.

Financial Statements

The consolidated financial statements of Great-West as contained herein should be considered only as bearing upon Great-West's ability to meet its obligations under the Policies, and they should not be considered as bearing on the investment performance of the Series Account. The variable interest of Owners under the Policies are affected solely by the investment results of the Series Account. The financial statements of the Series Account are also included herein.




 








Great-West Life & Annuity
Insurance Company
(a wholly-owned subsidiary of
GWL&A Financial Inc.)

Consolidated Balance Sheets as of December 31, 2013
and 2012, and Related Consolidated Statements of
Income, Comprehensive Income, Stockholder’s Equity
and Cash Flows for Each of the Three Years in the Period
Ended December 31, 2013 and Report of Independent
Registered Public Accounting Firm



Great-West Life & Annuity Insurance Company
TABLE OF CONTENTS
 
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2013:
Consolidated Balance Sheets as of December 31, 2013 and 2012
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011
5
Consolidated Statements of Stockholder’s Equity for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
Notes to the Consolidated Financial Statements
SUPPLEMENTAL INSURANCE INFORMATION AS OF DECEMBER 31, 2013:
Schedule III as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder of
Great-West Life & Annuity Insurance Company
Greenwood Village, Colorado
We have audited the accompanying consolidated balance sheets of Great-West Life & Annuity Insurance Company and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in the Table of Contents. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company 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 Company'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. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Great-West Life & Annuity Insurance Company and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado
March 7, 2014

1



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Balance Sheets
December 31, 2013 and 2012
(In Thousands, Except Share Amounts)
 
December 31,
 
2013
 
2012
Assets
 
 
 
Investments:
 
 
 
Fixed maturities, available-for-sale, at fair value (amortized cost $17,807,359 and $16,756,216)
$
18,469,544

 
$
18,188,344

Fixed maturities, held for trading, at fair value (amortized cost $333,892 and $356,012)
336,055

 
367,600

Mortgage loans on real estate (net of allowances of $2,890 and $2,890
3,134,255

 
2,881,758

Policy loans
4,185,472

 
4,260,200

Short-term investments, available-for-sale(amortized cost $294,287 and $266,332)
294,287

 
266,332

Limited partnership and other corporation interests
79,236

 
124,814

Other investments
17,574

 
21,328

Total investments
26,516,423

 
26,110,376

 
 
 
 
Other assets:
 
 
 
Cash
7,491

 
11,387

Reinsurance receivable
588,533

 
638,797

Deferred acquisition costs ("DAC") and value of business acquired ("VOBA")
343,288

 
204,461

Investment income due and accrued
270,024

 
257,028

Collateral under securities lending agreements
18,534

 
142,022

Due from parent and affiliates
91,057

 
82,828

Goodwill
105,255

 
105,255

Other intangible assets
15,155

 
18,249

Other assets
707,856

 
609,623

Assets of discontinued operations
29,007

 
33,053

Separate account assets
26,630,904

 
24,605,526

Total assets
$
55,323,527

 
$
52,818,605


See notes to consolidated financial statements.    (Continued)

2


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Balance Sheets
December 31, 2013 and 2012
(In Thousands, Except Share Amounts)

 
December 31,
 
2013
 
2012
Liabilities and stockholder's equity
 
 
 
Policy benefit liabilities:
 
 
 
Future policy benefits
$
24,609,155

 
$
23,480,618

Policy and contract claims
345,261

 
321,375

Policyholders' funds
345,689

 
374,821

Provision for policyholders' dividends
62,797

 
63,102

Undistributed earnings on participating business
10,776

 
10,393

Total policy benefit liabilities
25,373,678

 
24,250,309

 
 
 
 
General liabilities:
 
 
 
Due to parent and affiliates
541,793

 
544,447

Commercial paper
98,990

 
97,987

Payable under securities lending agreements
18,534

 
142,022

Deferred income tax liabilities, net
106,849

 
288,995

Other liabilities
648,040

 
719,969

Liabilities of discontinued operations
29,007

 
33,053

Separate account liabilities
26,630,904

 
24,605,526

Total liabilities
53,447,795

 
50,682,308

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Stockholder's equity:
 
 
 
Preferred stock, $1 par value, 50,000,000 shares authorized; none issued and outstanding

 

Common stock, $1 par value, 50,000,000 shares; 7,032,000 shares issued and outstanding
7,032

 
7,032

Additional paid-in capital
774,115

 
771,041

Accumulated other comprehensive income
345,754

 
635,699

Retained earnings
748,831

 
722,525

Total stockholder's equity
1,875,732

 
2,136,297

Total liabilities and stockholder's equity
$
55,323,527

 
$
52,818,605


See notes to consolidated financial statements.    (Continued)

3



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Income
Years Ended December 31, 2013, 2012 and 2011
(In Thousands)

 
Year ended December 31,
 
2013
 
2012
 
2011
Revenues
 
 
 
 
 
Premium income
$
464,093

 
$
422,153

 
$
523,216

Fee income
618,244

 
535,823

 
486,795

Other revenue
7,355

 

 

Net investment income
1,091,389

 
1,191,551

 
1,158,486

Realized investment gains (losses), net:
 
 
 
 
 
Total other-than-temporary losses
(372
)
 
(5,138
)
 
(19,467
)
Other-than-temporary (gains) losses transferred to other comprehensive income
(434
)
 
(61
)
 
10,005

Other realized investment gains (losses), net
(13,330
)
 
121,916

 
33,957

Total realized investment gains (losses), net
(14,136
)
 
116,717

 
24,495

Total revenues
2,166,945

 
2,266,244

 
2,192,992

Benefits and expenses:
 
 
 
 
 
Life and other policy benefits
650,584

 
682,088

 
645,567

Increase (decrease) in future policy benefits
5,575

 
(66,697
)
 
18,828

Interest paid or credited to contract holders
505,698

 
519,499

 
529,349

Provision for policyholders' share of earnings (losses) on participating business
3,976

 
(580
)
 
2,884

Dividends to policyholders
66,258

 
64,000

 
67,334

Total benefits
1,232,091

 
1,198,310

 
1,263,962

General insurance expenses
650,347

 
596,649

 
566,693

Amortization of DAC and VOBA
59,645

 
60,479

 
28,820

Interest expense
37,329

 
37,387

 
37,462

Total benefits and expenses
1,979,412

 
1,892,825

 
1,896,937

Income before income taxes
187,533

 
373,419

 
296,055

Income tax expense
58,791

 
135,305

 
93,818

Net income
$
128,742

 
$
238,114

 
$
202,237


See notes to consolidated financial statements.

4


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Comprehensive Income (Loss)
Years Ended December 31, 2013, 2012 and 2011
(In Thousands)
 
Year ended December 31,
 
2013
 
2012
 
2011
Net income
$
128,742

 
$
238,114

 
$
202,237

Components of other comprehensive income (loss)
 
 
 
 
 
Unrealized holding gains (losses) arising on available-for-sale fixed maturity investments
(718,735
)
 
534,028

 
511,663

Unrealized holding gains (losses) arising on cash flow hedges
3,102

 
(18,881
)
 
21,014

Reclassification adjustment for (gains) losses realized in net income
(42,982
)
 
(107,713
)
 
(74,165
)
Net unrealized gains (losses) related to investments
(758,615
)
 
407,434

 
458,512

Future policy benefits, DAC and VOBA adjustments
190,995

 
(83,835
)
 
(100,216
)
Employee benefit plan adjustment
121,551

 
(68,650
)
 
(49,566
)
Other, net
312,546

 
(152,485
)
 
(149,782
)
Other comprehensive income (loss) before income taxes
(446,069
)
 
254,949

 
308,730

Income tax expense (benefit) related to items of other comprehensive income
(156,124
)
 
89,232

 
108,056

Other comprehensive income (loss) (1)
(289,945
)
 
165,717

 
200,674

Total comprehensive income (loss)
$
(161,203
)
 
$
403,831

 
$
402,911



(1) Other comprehensive income (loss) includes the non-credit component of impaired losses on fixed maturities available-for-sale, net of future policy benefits, DAC and VOBA adjustments and income taxes, in the amounts of $18,388, $26,583 and $13,590 for the years ended December 31, 2013, 2012 and 2011, respectively.


See notes to consolidated financial statements.

5


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Stockholder's Equity
Years Ended December 31, 2013, 2012 and 2011
(In Thousands)
 
Common stock
 
Additional paid-in capital
 
Accumulated other comprehensive income (loss)
 
Retained earnings
 
Total
Balances, January 1, 2011
$
7,032

 
$
764,644

 
$
269,308

 
$
672,928

 
$
1,713,912

Net Income
 
 
 
 
 
 
202,237

 
202,237

Other comprehensive income (loss), net of income taxes
 
 
 
 
200,674

 
 
 
200,674

Dividends
 
 
 
 
 
 
(206,353
)
 
(206,353
)
Capital contribution - stock-based compensation
 
 
1,786

 
 
 
 
 
1,786

Income tax benefit on stock-based compensation
 
 
1,817

 
 
 
 
 
1,817

Balances, December 31, 2011
7,032

 
768,247

 
469,982

 
668,812

 
1,914,073

Net income
 
 
 
 
 
 
238,114

 
238,114

Other comprehensive income (loss), net of income taxes
 
 
 
 
165,717

 
 
 
165,717

Dividends
 
 
 
 
 
 
(184,401
)
 
(184,401
)
Capital contribution - stock-based compensation
 
 
2,314

 
 
 
 
 
2,314

Income tax benefit on stock-based compensation
 
 
480

 
 
 
 
 
480

Balances, December 31, 2012
7,032

 
771,041

 
635,699

 
722,525

 
2,136,297

Net income
 
 
 
 
 
 
128,742

 
128,742

Other comprehensive income (loss), net of income taxes
 
 
 
 
(289,945
)
 
 
 
(289,945
)
Dividends
 
 
 
 
 
 
(102,436
)
 
(102,436
)
Capital contribution - stock-based compensation
 
 
2,578

 
 
 
 
 
2,578

Income tax benefit on stock-based compensation
 
 
496

 
 
 
 
 
496

Balances, December 31, 2013
$
7,032

 
$
774,115

 
$
345,754

 
$
748,831

 
$
1,875,732


See notes to consolidated financial statements.

6

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Cash Flows
Years Ended December 31, 2013, 2012 and 2011
(In Thousands)


 
Year ended December 31,
 
2013
 
2012
 
2011
 
 
 
(Restated, See Note 2)
 
(Restated, See Note 2)
Cash flows from operating activities:
 
 
 
 
 
Net income
$
128,743

 
$
238,114

 
$
202,237

Adjustments to reconcile net income to net cash provided
 
 
 
 
 
by operating activities:
 
 
 
 
 
Earnings allocated to participating policyholders
(804
)
 
(580
)
 
2,884

Amortization of premiums (accretion of discounts)
 
 
 
 
 
on investments, net
(20,751
)
 
(28,495
)
 
(41,220
)
Net realized (gains) losses on investments
(38,517
)
 
(126,938
)
 
(62,088
)
Net proceeds (purchases) of trading securities
23,677

 
(220,646
)
 
3,597

Interest credited to contractholders
507,987

 
515,356

 
525,347

Depreciation and amortization
81,061

 
82,595

 
48,094

Deferral of acquisition costs
(80,486
)
 
(94,826
)
 
(57,108
)
Deferred income taxes
(24,087
)
 
45,371

 
23,617

Amortization of low-income housing partnerships
31,918

 
39,621

 
43,070

Other, net
2,432

 
(2,681
)
 
(4,037
)
Changes in assets and liabilities:
 
 
 
 
 
Policy benefit liabilities
(49,980
)
 
(192,755
)
 
(148,298
)
Reinsurance receivable
12,013

 
(15,893
)
 
1,131

Accrued interest and other receivables
(12,448
)
 
(8,654
)
 
(8,769
)
Other assets
(106,923
)
 
(98,042
)
 
(8,176
)
Other liabilities
78,829

 
(37,444
)
 
45,515

Net cash provided by operating activities
532,663

 
94,103

 
565,796

 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
Proceeds from sales, maturities and redemptions of investments:
 
 
 
 
 
Fixed maturities, available-for-sale
4,022,064

 
4,308,965

 
2,337,213

Mortgage loans on real estate
289,531

 
172,950

 
96,848

Limited partnership interests, other corporation interests
 
 
 
 
 
   and other investments
22,200

 
12,530

 
15,802

Purchases of investments:
 
 
 
 
 
Fixed maturities, available-for-sale
(5,012,792
)
 
(5,284,686
)
 
(3,368,821
)
Mortgage loans on real estate
(562,940
)
 
(524,396
)
 
(899,234
)
Limited partnership interests, other corporation interests
 
 
 
 
 
and other investments
(3,706
)
 
(5,577
)
 
(7,874
)
Net change in short-term investments
(27,955
)
 
81,058

 
1,576,779

Net change in repurchase agreements

 

 
(936,762
)
Policy loans, net
(4,370
)
 
4,983

 
(41,408
)
Purchases of furniture, equipment and software
(20,618
)
 
(23,525
)
 
(19,990
)
Net cash used in investing activities
(1,298,586
)
 
(1,257,698
)
 
(1,247,447
)

See notes to consolidated financial statements.    (Continued)

7

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Cash Flows
Years Ended December 31, 2013, 2012 and 2011
(In Thousands)


 
Year ended December 31,
 
2013
 
2012
 
2011
 
 
 
(Restated, See Note 2)
 
(Restated, See Note 2)
Cash flows from financing activities:
 
 
 
 
 
Contract deposits
$
2,601,820

 
$
2,881,112

 
$
2,544,213

Contract withdrawals
(1,780,048
)
 
(1,636,066
)
 
(1,716,544
)
Change in due to/from parent and affiliates
(14,724
)
 
37,598

 
87,743

Dividends paid
(102,436
)
 
(184,401
)
 
(206,353
)
Proceeds from financing element derivatives
51,832

 
64,354

 

Payments for and interest (paid) received on financing element derivatives, net
(9,756
)
 
4,470

 

Net commercial paper borrowings
1,003

 
451

 
5,855

Change in book overdrafts
13,840

 
(609
)
 
(31,963
)
Income tax benefit of stock option exercises
496

 
480

 
1,817

Net cash provided by financing activities
762,027

 
1,167,389

 
684,768

 
 
 
 
 
 
Net increase (decrease) in cash
(3,896
)
 
3,794

 
3,117

Cash, beginning of year
11,387

 
7,593

 
4,476

Cash, end of year
$
7,491

 
$
11,387

 
$
7,593

 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
 
Net cash (paid) received during the year for:
 
 
 
 
 
Income taxes
$
(10,327
)
 
$
53,281

 
$
67,806

Interest
(37,329
)
 
(37,387
)
 
(37,463
)
 
 
 
 
 
 
Non-cash investing and financing transactions during the years:
 
 
 
 
 
Share-based compensation expense
$
(2,578
)
 
$
(2,314
)
 
$
(1,786
)
Fair value of assets acquired in settlement of fixed maturity investments

 
(1,125
)
 
(13,021
)
Real estate acquired in satisfaction of debt

 

 
(2,140
)
Assets received from limited partnership investment distribution
(5,119
)
 

 

Fixed maturity investments, available-for-sale acquired in reinsurance termination (See Note 4)
(44,104
)
 

 

Policy loans acquired in reinsurance termination (See Note 4)
(6,468
)
 

 

Fixed maturity investments, available-for-sale acquired in mortgage transfer (See Note 4)
(28,959
)
 

 


See notes to consolidated financial statements.    (Concluded)


8

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


1. Organization and Significant Accounting Policies

Organization

Great-West Life & Annuity Insurance Company (“GWLA”) and its subsidiaries (collectively, the “Company”) 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 Colorado and is subject to regulation by the Colorado Division of Insurance.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and the accounts of its subsidiaries over which it exercises control. Intercompany transactions and balances have been eliminated in consolidation.

The Company identified an error in its historical accounting for certain cross currency and interest rate swaps accounted for as cash flow hedges, as there was an initial net investment at the inception of the hedges that was deemed an other-than-insignificant financing element at inception and the fair value at inception was not zero or somewhat near zero. Accordingly, the Company determined that it was using an incorrect effectiveness measure, and the swaps did not qualify for hedge accounting. During the fourth quarter of 2013, $21,469 previously presented in accumulated other comprehensive income, has been recorded as an out-of-period adjustment to net investment income. The Company believes the effects of this error are immaterial to prior periods.

Reclassification

Certain amounts reported in the consolidated financial statements and notes to the consolidated financial statements as of and for the years ended December 31, 2012 and 2011 have been reclassified to conform to current period presentation.

Use of Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require 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 and derivatives in the absence of quoted market values, impairment of investments, accounting for derivative financial instruments, valuation of DAC, valuation of unearned revenue liabilities (“URL”), valuation of policy benefit liabilities, valuation of employee benefits plan obligation and the valuation of deferred tax assets or liabilities, net. Actual results could differ from those estimates.

During the year ended December 31, 2012, the Company had an $18,240 decrease in the general mortgage provision allowance as a result of revised assumptions primarily related to the improvement in general economic conditions, the stability of loss levels within the commercial real estate market and the stability of the Company’s own commercial mortgage portfolio.


Summary of Significant Accounting Policies
Investments

Investments are reported as follows:


9

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


1.
The Company classifies the majority of its fixed maturity investments as available-for-sale. Included in fixed maturities are perpetual debt investments which primarily consist of junior subordinated debt instruments that have no stated maturity date but pay fixed or floating interest in perpetuity. All available-for-sale fixed maturity investments 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”). The Company recognizes the acquisition of its public fixed maturity investments on a trade date basis. Net unrealized gains and losses related to participating contract policies that cannot be distributed are recorded as undistributed earnings on participating business.

Premiums and discounts are recognized as a component of net investment income using the scientific 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 purchases fixed maturity securities which are classified 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.

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 and origination fees are amortized to net investment income using the scientific 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 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.


10

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


Loan balances are considered past due when payment has not been received based on contractually agreed upon terms. For loan balances greater than 90 days past due or in the process of foreclosure, all accrual of interest is discontinued. The Company resumes interest accrual on loans when a loan returns to current status. Interest accrual may also resume 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.
Limited partnership and other corporation interests are accounted for using either the cost or equity method of accounting. The Company uses the cost method on investments where it has a minor equity interest and no significant influence over the entity’s operations. The Company uses the equity method when it has a partnership interest that is considered more than minor, although the Company has no significant influence over the entity’s operations. Also included in limited partnership interests are limited partnerships established for the purpose of investing in low-income housing that qualify for federal and state tax credits. These interests are carried at amortized cost as determined using the effective yield method.
    
In the normal course of its activities, the Company is involved with other entities that are considered variable interest entities (“VIE”). An entity would be determined to be a primary beneficiary, and thus consolidated when the entity has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. When the Company becomes involved with a VIE and when the nature of the Company’s involvement with the entity changes, in order to determine if the Company is the primary beneficiary and must consolidate the entity, it evaluates:

The structure and purpose of the entity;
The risks and rewards created by and shared through the entity and
The entity’s participants’ ability to direct the activities, receive its benefits and absorb its losses.

The Company performs ongoing qualitative analyses of its involvement with VIEs to determine if consolidation is required.

4.
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.

5.
Short-term investments include securities purchased with initial maturities of one year or less and are generally carried at fair value which is approximated from amortized cost. The Company classifies its short-term investments as available-for-sale.    

6.
The Company participates in a securities lending program in which the Company lends 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 enhancements 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.
    

11

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


7.
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;
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 consolidated 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. Financial assets and liabilities utilizing Level 1 inputs include certain money market funds.

12

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



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. 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 and liabilities, 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.
Short-term investments - valued based on amortized cost.
Derivative instruments - trading activity, swap curves, credit spreads, currency volatility, net present value of cash flows and news sources.
Separate account assets and liabilities - exchange rates, various index data and news sources, amortized cost (which approximates fair value), trading activity, swap curves, credit spreads, recovery rates, restructuring, currency volatility, 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.
Common collective trusts - the net asset value based on the underlying trust investments.

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.
Separate account assets - single broker quotes which may be in an illiquid market or otherwise deemed unobservable or net asset value per share of the underlying investments.

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.


13

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


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. These models have been created by the Company based on specific characteristics of the portfolio, such as the high level of illiquidity, the low level of market making and trading activity and the collateralized nature of certain securities. These models are recalibrated monthly by adjusting the inputs based on current public security market conditions and how those conditions apply to the Company’s portfolio. 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. The primary inputs into the internal pricing models are the constant default rate and the internally adjusted ABX Index spread. Additionally, a monthly comparison of the internally developed model prices to pricing vendor evaluations is performed and analyzed. The Company determined the use of internal models was more accurate for certain securities categorized as Level 3 primarily because the internally adjusted ABX Index spread is a better indication of fair value than spread assumptions used by external pricing models in illiquid markets. The internally adjusted ABX Index spread captures exposure to similar cash flows as the Company’s portfolio in a liquid and actively traded market and includes additional spread assumptions for potential illiquidity of the underlying collateral.

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 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.

Derivative financial instruments

The Company enters into derivative transactions which include the use of interest rate swaps, interest rate swaptions, cross-currency swaps, U.S. government treasury futures contracts, Eurodollar futures contracts, futures on equity indices, interest rate swap futures and other forward contracts. The Company uses these derivative instruments to manage various risks, including interest rate and foreign currency exchange rate risk associated with its invested assets and liabilities. Derivative instruments are not used for speculative reasons. Certain of the Company’s over-the-counter (“OTC”) derivatives are cleared and settled through a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.

All derivatives, regardless of hedge accounting treatment, are recorded in other assets and other liabilities at fair value. At inception of a derivative transaction, the hedge relationship and risk management objective is documented and the designation of the derivative is determined based on specific criteria of the transaction. Accounting for the ongoing changes in the fair value of a derivative depends on the intended use of the derivative. If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in AOCI and are recognized in the consolidated income statements when the hedged item affects earnings. If the derivative is designated as a fair value hedge, the changes in its fair value and of the fair value of the hedged item attributable to the hedged risk are recognized in earnings in net investment income. Changes in the fair value of derivatives not qualifying for hedge accounting or where hedge accounting is not elected and the over effective portion of cash flow hedges are recognized in net investment income in the period of the change. Termination of derivative contracts prior to expiration generally result in investment gains and losses. Fluctuations in interest rates, foreign currencies or equity markets may cause the Company to experience volatility in net income.

As part of its hedging strategy, the Company may enter into certain derivative transactions where a cash investment is made by one party. Certain derivative instruments that contain a financing element at inception and where the Company is deemed to be the borrower are included in financing activities in the consolidated statements of cash flows. The cash flows from all other derivative transactions are included in operating activities.


14

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


The Company uses derivative financial instruments for risk management purposes associated with certain invested assets and policy liabilities. Derivatives are used to (a) hedge the economic effects of interest rate and stock market movements on the Company’s guaranteed minimum withdrawal benefit liability, (b) hedge the economic effect of a large increase in interest rates on the Company’s general account life insurance, group pension liabilities and certain separate account life insurance liabilities, (c) hedge the economic risks of other transactions such as future asset acquisitions or dispositions, the timing of liability pricing, currency risks on non-U.S. dollar denominated assets and fee revenue based on equity market performance and (d) convert floating rate assets to fixed rate assets for asset/liability management purposes.

The Company controls the credit risk of its derivative contracts through credit approvals, limits, monitoring procedures and in many cases, requiring collateral. The Company’s exposure is limited to the portion of the fair value of derivative instruments that exceeds the value of the collateral held and not to the notional or contractual amounts of the derivatives.

Collateral agreements are regularly entered into as part of the underlying agreements with counterparties to mitigate counterparty credit risk.

Derivatives in a net asset position may have cash or securities pledged as collateral to the Company in accordance with the collateral support agreements with the counterparty. This collateral is held in a custodial account for the benefit of the Company. Unrestricted cash collateral is included in other assets and the obligation to return it is included in other liabilities. The cash collateral is reinvested in a government money market fund. Cash collateral pledged by the Company is included in other assets.

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 consolidated statement of cash flows. The book overdrafts, in the amount of $13,840 and zero, are included in other liabilities at December 31, 2013 and 2012, respectively.

Internal use software

Purchased software costs, as well as certain internal and external costs incurred to develop internal use computer software during the application development stage, are capitalized and amortized using the straight-line method over the software’s estimated useful life, ranging from five to seven years. Capitalized internal use software development costs, net of accumulated amortization, in the amounts of $50,134 and $48,280, are included in other assets at December 31, 2013 and 2012, respectively. The Company capitalized $14,640, $17,593 and $16,676 of internal use software development costs during the years ended December 31, 2013, 2012 and 2011, respectively.

Deferred acquisition costs and value of business acquired

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 or the acquisition of insurance or annuity contracts. A success factor is derived from actual contracts issued by the Company from requests for proposals or applications received. VOBA represents the estimated fair value of insurance or annuity contracts acquired either directly through the acquisition of another insurance company or through the acquisition of insurance or annuity contracts through assumption reinsurance transactions. The recoverability of such costs is dependent upon the future profitability of the related business.

DAC and VOBA associated with the annuity products and flexible premium universal life insurance products are being amortized over the life of the contracts in proportion to the emergence of gross profits. Retrospective adjustments of

15

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


these amounts are made when the Company revises its estimates of current or future gross profits. DAC and VOBA associated with traditional life insurance are amortized over the premium-paying period of the related policies in proportion to premium revenues recognized. DAC and VOBA, for applicable products, are 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.

Goodwill and other intangible assets

Goodwill is the excess of cost over the fair value of assets acquired and liabilities assumed in connection with an acquisition. It is considered an indefinite lived asset and therefore is not amortized. The Company tests goodwill for impairment annually or more frequently if events or circumstances indicate that there may be justification for conducting an interim test. If the carrying value of goodwill exceeds its fair value, the excess is recognized as an impairment and recorded as a charge against net income in the period in which the impairment is identified.

Other intangible assets represent the estimated fair value of the portion of the purchase price that was allocated to the value of customer relationships in various acquisitions. These intangible assets have been assigned values using various methodologies, including present value of projected future cash flows, analysis of similar transactions that have occurred or could be expected to occur in the market and replacement or reproduction cost. The initial valuations of these intangible assets were supported by an independent valuation study commissioned by the Company. Other identified intangible assets with finite lives are amortized over their estimated useful lives, which initially ranged from 4 to 14 years (weighted average 13 years), primarily based on the cash flows generated by these assets.

Separate accounts

Separate account assets and related liabilities are carried at fair value in the accompanying consolidated 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 consolidated 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. (“Great-West Funds”) and Putnam Funds, open-end management investment companies, which are affiliates of the Company, and shares of other non-affiliated mutual funds and government and corporate bonds.
Life insurance and annuity future benefits

Life insurance and annuity future benefits with life contingencies in the amounts of $14,296,153 and $13,808,516 at December 31, 2013 and 2012, 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 without life contingencies in the amounts of $10,263,043 and $9,622,357 at December 31, 2013 and 2012, respectively, are established at the contract holder’s account value, which is equal to cumulative deposits and credited 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

16

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


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 consolidated balance sheets. 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.

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 $6,754,435 and $6,748,375 at December 31, 2013 and 2012, respectively. Participating business composes approximately 9% of the Company’s individual life insurance in-force at December 31, 2013 and 2012, and 32%, 20% and 19% of individual life insurance premium income for the years ended December 31, 2013, 2012 and 2011, 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 consolidated balance sheet.

Policy benefit liability - unearned revenue liability

Unearned revenue liability relates to universal life and investment products and represents policy charges for services to be provided in future periods. The charges are deferred as unearned revenue and amortized over the life of the contracts in proportion to the emergence of gross profits, similar to DAC. Such amortization is recorded in fee income.

Recognition of premium and fee income and benefits and expenses

Life insurance premiums are recognized when due. 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. 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. 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. Premiums and policyholder benefits and expenses are presented net of reinsurance.

Net investment income

Interest income from fixed maturities and mortgage loans on real estate is recognized when earned.

Realized investment gains (losses) and derivative financial instruments

Realized investment gains and losses are reported as a component of revenues and are determined on a specific identification basis. Realized investment gains and losses also result from the termination of derivative contracts prior to expiration that are not designated as hedges for accounting purposes and certain fair-value hedge relationships.

17

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



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 consolidated 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.

Share-based compensation

Lifeco maintains the Great-West Lifeco Inc. Stock Option Plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. The Company uses the fair value method to recognize the cost of share-based employee compensation under the Lifeco plan.

The Company maintains a Performance Share Unit Plan (“PSU plan”) for senior executives of the Company. Under the PSU plan, performance share units are granted to certain senior executives of the Company, having a value equal to the participants’ deferred incentive compensation for the period. The Company uses the fair value method to recognize the cost of share-based employee compensation under the PSU plan.

2. Restatement of the December 31, 2012 and 2011 Statements of Cash Flows

The accompanying statements of cash flows for the years ended December 31, 2012 and 2011 have been restated to reflect the following corrections of misstatements identified subsequent to the issuance of the December 31, 2012 audited financial statements:

During the fourth quarter of 2013, the Company recorded a cumulative out-of-period adjustment in connection with certain derivative instruments not qualifying for hedge accounting due to ineffectiveness. These derivative instruments were deemed to have a financing element at inception which should be classified as a financing activity instead of an operating activity within the statement of cash flows. As a result, net cash provided by operating activities was overstated by $68,824 and net cash provided by financing activities was understated by the same amount for the year ended December 31, 2012. The Company believes the effects of this error are immaterial to the prior period.

The Company purchases interests in limited partnerships in order to obtain low-income housing tax credits. It accounts for the low-income housing partnerships utilizing the effective yield method as prescribed in ASC 323-740 Investments - Equity Method and Joint Ventures - Income Taxes. The Company has previously classified the amortization of low-income housing partnerships under the effective yield method as proceeds from the sales, maturities and redemptions of investments within investing activities. In 2013 it was determined that the amortization of the low-income housing partnerships should have been classified as an adjustment to reconcile net income to net cash provided by operating activities. As a result of this misstatement, net cash provided by operating activities was understated by $39,621 and $43,070 for the years ended December 31, 2012 and 2011, respectively, and the cash provided by investing activities was overstated by the same amounts for the same periods. The Company believes the effects of this error are immaterial to the prior periods.

The Company holds certain forward settling to be announced (“TBA”) securities that are accounted for as derivative instruments as the Company does not regularly accept delivery of such securities when issued. In certain limited circumstances, the Company will accept delivery of the securities from one broker and then immediately deliver the securities to another broker. In these limited circumstances, the Company recorded the purchase and sale of the securities as an equal and offsetting purchase and sale of investments in the net cash provided by investing activities. Because the Company did not hold the securities as an investment, the cash flows should be accounted for net within operating activities. As a

18

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


result of this misstatement, both proceeds from sales, maturities and redemptions of investments and purchases of investments were overstated by $4,123,283 and $3,036,701 for the years ended December 31, 2012 and 2011, respectively. The Company believes the effects of this error are immaterial to the prior periods.

The following table summarizes the effect of the adjustments the Company made to its financial statements:

 
As previously reported
 
Adjustments
 
As restated
Statements of Cash Flows
 

 
 

 
 

2012
 

 
 

 
 

Amortization of low-income housing partnerships
$

 
$
39,621

 
$
39,621

Other liabilities
31,380

 
(68,824
)
 
(37,444
)
Net cash provided by operating activities
123,306

 
(29,203
)
 
94,103

Proceeds from sales, maturities and redemptions of investments:
 

 
 

 
 

Fixed maturities, available-for-sale
8,432,248

 
(4,123,283
)
 
4,308,965

Limited partnership interests, other corporation interests and other investments
52,151

 
(39,621
)
 
12,530

Purchases of investments:
 

 
 

 
 

Fixed maturities, available-for-sale
(9,407,969
)
 
4,123,283

 
(5,284,686
)
Net cash used in investing activities
(1,218,077
)
 
(39,621
)
 
(1,257,698
)
Proceeds from financial element derivatives

 
64,354

 
64,354

Payments for and interest (paid) received on financial element derivatives, net

 
4,470

 
4,470

Net cash provided by financing activities
1,098,565

 
68,824

 
1,167,389

2011
 

 
 

 
 

Amortization of low-income housing partnerships
-

 
43,070

 
43,070

Net cash provided by operating activities
522,726

 
43,070

 
565,796

Proceeds from sales, maturities and redemptions of investments:
 

 
 

 
 

Fixed maturities, available-for-sale
5,373,914

 
(3,036,701
)
 
2,337,213

Limited partnership interests, other corporation interests and other investments
58,872

 
(43,070
)
 
15,802

Purchases of investments:
 

 
 

 
 

Fixed maturities, available-for-sale
(6,405,522
)
 
3,036,701

 
(3,368,821
)
Net cash used in investing activities
(1,204,377
)
 
(43,070
)
 
(1,247,447
)

3. Application of Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU No. 2011-11”). ASU No. 2011-11 provides for entities to disclose information about financial instruments and derivative instruments that are either offset in the balance sheet (presented on a net basis), or subject to an enforceable master netting arrangement or similar arrangement. ASU No. 2011-11 was effective for fiscal years and interim periods within those years beginning on or after January 1, 2013. The Company adopted the provisions of ASU No. 2011-11 for its fiscal year beginning January 1, 2013. The adoption did not have an impact on the Company’s consolidated financial statements; see additional disclosures required for balance sheet offsetting in Note 7. ASU No. 2011-11 was subsequently amended by ASU No. 2013-01.


19

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


In January 2013, the FASB issued ASU No. 2013-01 Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU No. 2013-01”). ASU No. 2013-01 clarifies that the scope of ASU No. 2011-11 applies to derivatives, repurchase agreements, reverse repurchase agreements, securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. ASU No. 2013-01 was effective for fiscal years and interim periods within those years beginning on or after January 1, 2013. The Company adopted the provisions of ASU No. 2013-01 for its fiscal year beginning January 1, 2013. The adoption did not have an impact on the Company’s consolidated financial statements; see additional disclosures required for balance sheet offsetting in Note 7.


In February 2013, the FASB issued ASU No. 2013-02 Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. 2013-02”). ASU No. 2013-02 requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income for each applicable component of net income on a prospective basis. ASU No. 2013-02 supersedes the presentation requirements for reclassifications out of accumulated other comprehensive income in ASU No. 2011-05 and ASU No. 2011-12. ASU No. 2013-02 was effective for fiscal years and interim periods within those years beginning after December 15, 2012. The Company adopted the provisions of ASU No. 2013-02 for its fiscal year beginning January 1, 2013. The adoption did not have an impact on the Company’s consolidated financial statements; see additional disclosures required for amounts reclassified out of accumulated other comprehensive income in Note 14.

Future adoption of new accounting pronouncements

In January 2014, the FASB issued ASU No. 2014-01 Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. ASU No. 2014-01 permits reporting entities to make an accounting election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those pre-existing investments. The Company uses the effective yield method for its investments in qualified affordable housing projects. ASU 2014-01 is effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. The Company is currently evaluating the impact of this guidance on its financial statements.

4. Related Party Transactions

In the normal course of its business, the Company enters into reinsurance agreements with related parties. Included in the consolidated balance sheets are the following related party amounts:

 
Year ended December 31,
 
2013
 
2012
Reinsurance receivable
$
502,471

 
$
533,446

Future policy benefits (1)
$
1,887,182

 
$
2,034,581


(1) Future policy benefits have been restated from $1,990,579 at December 31, 2012. The Company believes the effects of this error are immaterial to the prior period.

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

20

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


 
Year ended December 31,
 
2013
 
2012
 
2011
Premium income, net of related party premiums ceded of $(30,114), $18,112, and $11,559 (1)(4)
$
137,785

 
$
85,873

 
$
113,588

Life and other policy benefits, net of reinsurance recoveries of $(536), $12,562 and $468 (2)(5)
216,809

 
215,880

 
235,922

Increase (decrease) in future policy benefits (3)
(2,556
)
 
(39,439
)
 
      (66,820)



(1) Premium income, net of related party premiums ceded has been restated from $96,439 and $129,072 for the years ended December 31, 2012 and 2011, respectively. The Company believes the effects of this error are immaterial to the prior periods.
(2) Life and other policy benefits, net of reinsurance recoveries have been restated from $99,321 and $106,790 for the years ended December 31, 2012 and 2011, respectively. The Company believes the effects of this error are immaterial to the prior periods.
(3) Increase (decrease) in future policy benefits has been restated from $70,554 for the year ended December 31, 2011. The Company believes the effects of this error are immaterial to the prior period.
(4) Related party premiums ceded have been restated from $6,912 for the year ended December 31, 2011. The Company believes the effects of this error are immaterial to the prior period.
(5) Reinsurance recoveries have been restated from $6,426 for the year ended December 31, 2011. The Company believes the effects of this error are immaterial to the prior period.

The Company provides certain administrative and operational services and investment services for The Great-West Life Assurance Company (“GWL”) and The Canada Life Assurance Company (“CLAC”), wholly-owned subsidiaries of Lifeco. Additionally, the Company receives payroll-related services from GWL. The Company also provides investment services for London Reinsurance Group, an indirect subsidiary of GWL. The following table presents revenue, expenses incurred and expense reimbursement from related parties for services provided pursuant to these service agreements. These amounts, in accordance with the terms of the various contracts, are based upon estimated costs incurred, including a profit charge, and resources expended based upon the number of policies, certificates in-force and/or administered assets.

 
Year ended December 31,
 
2013
 
2012
 
2011
Investment management and administrative revenue included in fee income and net investment income
$
7,073

 
$
7,770

 
$
7,492

Administrative and underwriting expense reimbursements included as a reduction to general insurance expense
1,971

 
1,698

 
3,629

Administrative and underwriting expense included in general insurance expense
(2,556
)
 
(2,610
)
 

Total
$
6,488

 
$
6,858

 
$
11,121


The following table summarizes amounts due from parent and affiliates:

 
 
 
 
 
 
December 31,
Related party
 
Indebtedness
 
Due date
 
2013
 
2012
GWL&A Financial Inc.
 
On account
 
On demand
 
$
23,396

 
$
17,236

Great-West Lifeco U.S. Inc.
 
On account
 
On demand
 
64,786

 
62,350

Other related party receivables
 
On account
 
On demand
 
2,875

 
3,242

Total
 
 
 
 
 
$
91,057

 
$
82,828


The following table summarizes amounts due to parent and affiliates:

21

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



 
 
 
 
 
 
December 31,
Related party
 
Indebtedness
 
Due date
 
2013
 
2012
GWL&A Financial Inc. (1)
 
Surplus note
 
November 2034
 
$
194,418

 
$
194,390

GWL&A Financial Inc. (2)
 
Surplus note
 
May 2046
 
333,400

 
333,400

GWL&A Financial Inc.
 
Note interest
 
May 2014
 
4,701

 
4,701

London Life Financial Corporation
 
On account
 
On demand
 
1,722

 
1,735

The Great-West Life Assurance Company
 
On account
 
On demand
 
1,514

 
2,568

The Canada Life Assurance Company
 
On account
 
On demand
 
6,038

 
7,653

Total
 
 
 
 
 
$
541,793

 
$
544,447


(1) A note payable to GWL&A Financial was issued as a surplus note on November 15, 2004, with a face amount of $195,000 and carrying amounts of $194,418 and 194,390 at December 31, 2013 and 2012, respectively. The surplus note bears interest at the rate of 6.675% per annum, payable in arrears on each May 14 and November 14. The note matures on November 14, 2034.
(2) A note payable to GWL&A Financial was issued as a surplus note on May 19, 2006, with a face amount and carrying amount of $333,400. The surplus note bears interest initially at the rate of 7.203% per annum, payable in arrears on each May 16 and November 16 until May 16, 2016. After May 16, 2016, the surplus note bears an interest rate of 2.588% plus the then-current three-month London Interbank Offering Rate (“LIBOR”). The surplus note is redeemable by the Company at the principal amount plus any accrued and unpaid interest after May 16, 2016. The note matures on May 16, 2046.

Payments of principal and interest under the surplus notes shall be made only out of surplus funds of the Company and only with prior written approval of the Commissioner of Insurance of the State of Colorado when the Commissioner of Insurance is satisfied that the financial condition of the Company warrants such action pursuant to applicable Colorado law. Payments of principal and interest on the surplus notes are payable only if at the time of such payment and after giving effect to the making thereof, the Company’s surplus would not fall below two and one half times the authorized control level as required by the most recent risk-based capital calculations.

Interest expense attributable to these related party debt obligations was $37,059 for the years ended December 31, 2013 and 2012, and $37,163 for the year ended December 31, 2011. Included in other liabilities on the consolidated balance sheets at December 31, 2013 and 2012 is $4,701 of interest payable attributable to these related party debt obligations.

The Company’s wholly owned subsidiary, Great-West Life & Annuity Insurance Company of South Carolina (“GWSC”) and CLAC are parties to a reinsurance agreement pursuant to which GWSC assumes term life insurance from CLAC. GWL&A Financial obtained two letters of credit for the benefit of the Company as collateral under the GWSC and CLAC reinsurance agreement for policy liabilities and capital support. The first letter of credit is for $1,173,000 and renews annually until it expires on December 31, 2027. The second letter of credit is for $70,000 and renews annually for an indefinite period of time. At December 31, 2013 and 2012 there were no outstanding amounts related to the letters of credit.

Included within reinsurance receivable in the consolidated balance sheets are $495,140 and $486,514 of funds withheld assets as of December 31, 2013 and 2012, respectively. CLAC pays the Company, on a quarterly basis, interest on the funds withheld balance at a rate of 4.55% per annum. The interest income, in the amount of $20,876, $19,382 and $18,376, is included in net investment income for the years ended December 31, 2013 2012 and 2011, respectively.

A subsidiary of the Company, Great-West Capital Management, LLC, serves as a Registered Investment Advisor to Great-West Funds, Inc., an affiliated open-end management investment company, to several affiliated insurance company separate accounts and to Great-West Trust Company, LLC, an affiliated trust company. Great-West Trust Company, LLC, serves as trustee to several collective investment trusts. Included in fee income on the consolidated

22

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


statements of income are $107,854, $84,137 and $69,172 of advisory, management and trustee fee income from these affiliated entities for the years ended December 31, 2013, 2012 and 2011, respectively.

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 and government and corporate bonds. The Company’s separate accounts include mutual funds or other investment options that purchase guaranteed interest annuity contracts issued by the Company. During the years ended December 31, 2013, 2012 and 2011, these purchases totaled $198,107, $131,593 and $112,117, respectively. As the general account investment contracts are also included in the separate account balances in the accompanying consolidated balance sheets, the Company has reduced the separate account assets and liabilities by $333,074 and $289,730 at December 31, 2013 and 2012, respectively, to eliminate these amounts in its consolidated balance sheets at those dates.

On January 1, 2013, the Company terminated its reinsurance agreement with its affiliate, CLAC, pursuant to which it had ceded certain participating life business on a coinsurance basis.

Participating policyholders share in the financial results of the participating business in the form of policyholder dividends. The policyholder dividends can be distributed directly to the policyholders in the form of cash or through an increase in benefits such as paid-up additions. The participating policyholder earnings that cannot be distributed to the shareholder are not included in the Company’s condensed consolidated net income and are reflected in liabilities in undistributed earnings on participating business in the Company’s condensed consolidated balance sheets.

The Company recorded, at fair value, the following on January 1, 2013, in its condensed consolidated 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
$
4,781

Policy loans
6,468

 
Due to parent and affiliates
3,841

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

 
 
 
Total
$
8,622

 
Total
$
8,622


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

Other revenue
7,355

Total
49,652

Increase (decrease) in future policy benefits
41,297

Dividends to policyholders
1,000

Total
42,297

Participating policyholders' net income before income taxes
7,355

Income tax expense
2,574

Participating policyholders' income
4,781

Provision for policyholders' share of earnings on participating business
4,781

Net income available to shareholder
$


In 2013, the Company performed its regular review of the investment portfolios. As a result of that review on December 1, 2013, the Company transferred $3,862 of cash and two mortgages with a market value of $28,959 to CLAC in exchange for four fixed maturity investments with a market value of $32,821. As a result of that transaction, the Company recognized realized investment loss of $1,041.

23

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




5. Summary of Investments

The following tables summarize fixed maturity investments classified as available-for-sale and the non-credit-related component of OTTI in AOCI:

 
Fixed maturities:
 
December 31, 2013
 
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
 
$
3,044,185

 
$
43,827

 
$
23,373

 
$
3,064,639

 
$

 
Obligations of U.S. states and their subdivisions
 
1,763,797

 
196,742

 
16,952

 
1,943,587

 

 
Foreign government securities
 
2,617

 

 
14

 
2,603

 

 
Corporate debt securities (2)
 
10,454,252

 
568,261

 
223,532

 
10,798,981

 
(2,553
)
 
Asset-backed securities
 
1,553,510

 
131,277

 
29,150

 
1,655,637

 
(98,502
)
 
Residential mortgage-backed securities
 
244,723

 
8,335

 
3,473

 
249,585

 
(129
)
 
Commercial mortgage-backed securities
 
731,688

 
21,951

 
11,515

 
742,124

 

 
Collateralized debt obligations
 
12,587

 
14

 
213

 
12,388

 

 
Total fixed maturities
 
$
17,807,359

 
$
970,407

 
$
308,222

 
$
18,469,544

 
$
(101,184
)

(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 that had 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.
(2) Includes perpetual debt investments with amortized cost of $172,054 and estimated fair value of $143,644.

 
Fixed maturities:
 
December 31, 2012
 
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
 
$
2,735,917

 
$
101,568

 
$
3,411

 
$
2,834,074

 
$

 
Obligations of U.S. states and their subdivisions
 
1,676,289

 
342,445

 
229

 
2,018,505

 

 
Corporate debt securities (2)
 
9,511,411

 
974,231

 
111,551

 
10,374,091

 
(2,293
)
 
Asset-backed securities
 
1,795,122

 
120,471

 
54,454

 
1,861,139

 
(66,293
)
 
Residential mortgage-backed securities
 
407,715

 
17,900

 
30

 
425,585

 
(240
)
 
Commercial mortgage-backed securities
 
616,011

 
48,247

 
1,303

 
662,955

 

 
Collateralized debt obligations
 
13,751

 
14

 
1,770

 
11,995

 

 
Total fixed maturities
 
$
16,756,216

 
$
1,604,876

 
$
172,748

 
$
18,188,344

 
$
(68,826
)

(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 that had 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.
(2) Includes perpetual debt investments with amortized cost of $226,069 and estimated fair value of $153,100.

24

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



See Note 8 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, 2013
 
Amortized cost
 
Estimated fair value
Maturing in one year or less
$
602,136

 
$
634,727

Maturing after one year through five years
3,146,981

 
3,404,667

Maturing after five years through ten years
3,936,775

 
4,146,699

Maturing after ten years
4,759,492

 
4,783,596

Mortgage-backed and asset-backed securities
5,361,975

 
5,499,855

 
$
17,807,359

 
$
18,469,544


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

The following table summarizes information regarding the sales of securities classified as available-for-sale:

 
Year ended December 31,
 
2013
 
2012
 
2011
Proceeds from sales (1)
$
2,518,568

 
$
2,697,809

 
$
921,888

Gross realized gains from sales
71,758

 
113,984

 
104,893

Gross realized losses from sales
27,792

 
4,371

 
23,138


(1) Proceeds from sales have been restated from $6,821,062 and $3,958,589 for the years ended December 31, 2012 and 2011, respectively. The Company believes the effects of this error are immaterial to the prior periods.

Included in net investment income are unrealized gains (losses) of ($9,447), ($634) and $12,935 on held-for-trading fixed maturity investments still held at December 31, 2013, 2012 and 2011, respectively.

Mortgage loans on real estate - The following table summarizes the carrying value of the mortgage loan portfolio by component:

 
December 31, 2013
 
December 31, 2012
Principal
$
3,124,626

 
$
2,866,411

Unamortized premium (discount) and fees, net
12,519

 
18,237

Mortgage provision allowance
(2,890
)
 
(2,890
)
Total mortgage loans
$
3,134,255

 
$
2,881,758


The average recorded investment of impaired mortgage loans was zero, $1,034 and $5,822 for the years ended December 31, 2013, 2012 and 2011, respectively.

The recorded investment of the mortgage loan portfolio categorized as performing was $3,137,145 and $2,884,648 as of December 31, 2013 and 2012, respectively.



25

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


The following table summarizes activity in the mortgage provision allowance:

 
Year ended December, 31
 
2013
 
2012
 
2011
 
 Commercial mortgages
 
 Commercial mortgages
 
 Commercial mortgages
Beginning balance
$
2,890

 
$
21,130

 
$
16,300

Provision increases
273

 
1,067

 
4,830

Charge-off
(273
)
 
(992
)
 
-

Recovery
-

 
(75
)
 
-

Provision decreases
-

 
(18,240
)
 
-

Ending balance
$
2,890

 
$
2,890

 
$
21,130

Allowance ending balance by basis of impairment method:
 
 
 
 
 
Collectively evaluated for impairment
$
2,890

 
$
2,890

 
$
21,130

Recorded investment balance in the mortgage loan portfolio, gross of allowance, by basis of impairment method:
$
3,137,145

 
$
2,884,648

 
$
2,534,217

Individually evaluated for impairment
13,906

 
14,970

 
18,493

Collectively evaluated for impairment
3,123,239

 
2,869,678

 
2,515,724


Limited partnership and other corporation interests - At December 31, 2013 and 2012, the Company had $79,236 and $124,814, respectively, invested in limited partnership and other corporation interests. Included in limited partnership interests are investments in low-income housing partnerships that qualify for federal and state tax credits and ownership interests in pooled investment funds.    

The Company has determined each investment in low-income housing limited partnerships (“LIHLP”) to be considered a VIE. Although the Company is involved with the VIE, it determined that consolidation was not required because it has no power to direct the activities that most significantly impact the entities’ economic performance.

As a 99% limited partner in various upper-tier LIHLPs, the Company has few or no voting rights, but expects to receive the tax credits allocated to the partnership and operating losses from depreciation and interest expense. The Company is only an equity investor and views the LIHLP as a single investment. The general partner of the LIHLPs is most closely involved in the development and management of the LIHLP project. The general partner has a small ownership of the partnership, which requires a de minimus capital contribution. This equity investment is reduced based on fees paid at inception by the limited partner; therefore, the general partner does not qualify as having an equity investment at risk in the LIHLP project. However, the limited partner does not have the direct or indirect ability through voting rights or similar rights to make decisions about the general partner’s activities that have a significant effect on the success of the partnership.

The carrying value and maximum exposure to loss in relation to the activities of the VIEs was $31,563 and $71,370 at December 31, 2013 and 2012, respectively.

Special deposits and securities lending - The Company had securities on deposit with government authorities as required by certain insurance laws with fair values of $14,072 and $15,791 at December 31, 2013 and 2012, respectively.

The Company participates in a securities lending program whereby securities are loaned to third parties. Securities with a cost or amortized cost of $28,178 and $138,654 and estimated fair values of $27,166 and $138,297 were on loan under the program at December 31, 2013 and 2012, respectively. The Company received restricted cash of $18,534 and $142,022 and securities with a fair value of $9,424 and zero as collateral at December 31, 2013 and 2012, 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,

26

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


by class of investment:



Fixed maturities:
 
December 31, 2013
 
Less than twelve months
 
Twelve months or longer
 
Total
 
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
 
$
2,399,373

 
$
23,156

 
$
5,192

 
$
217

 
$
2,404,565

 
$
23,373

Obligations of U.S. states and their subdivisions
 
214,979

 
16,713

 
837

 
239

 
215,816

 
16,952

Foreign government securities
 
2,603

 
14

 

 

 
2,603

 
14

Corporate debt securities
 
2,632,093

 
144,367

 
511,376

 
79,165

 
3,143,469

 
223,532

Asset-backed securities
 
305,377

 
12,763

 
305,740

 
16,387

 
611,117

 
29,150

Residential mortgage-backed securities
 
32,131

 
3,454

 
1,011

 
19

 
33,142

 
3,473

Commercial mortgage-backed securities
 
177,395

 
6,703

 
48,825

 
4,812

 
226,220

 
11,515

Collateralized debt obligations
 

 

 
12,356

 
213

 
12,356

 
213

Total fixed maturities
 
$
5,763,951

 
$
207,170

 
$
885,337

 
$
101,052

 
$
6,649,288

 
$
308,222

Total number of securities in an unrealized loss position
 
 
 
458

 
 
 
109

 
 
 
567


 
Fixed maturities:
 
December 31, 2012
 
Less than twelve months
 
Twelve months or longer
 
Total
 
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
 
$
538,612

 
$
3,270

 
$
7,252

 
$
141

 
$
545,864

 
$
3,411

 
Obligations of U.S. states and their subdivisions
 
25,679

 
229

 

 

 
25,679

 
229

 
Corporate debt securities
 
527,280

 
12,287

 
291,611

 
99,264

 
818,891

 
111,551

 
Asset-backed securities
 
30,810

 
97

 
647,715

 
54,357

 
678,525

 
54,454

 
Residential mortgage-backed securities
 
9,834

 
8

 
1,210

 
22

 
11,044

 
30

 
Commercial mortgage-backed securities
 
34,727

 
169

 
35,960

 
1,134

 
70,687

 
1,303

 
Collateralized debt obligations
 

 

 
11,963

 
1,770

 
11,963

 
1,770

 
Total fixed maturities
 
$
1,166,942

 
$
16,060

 
$
995,711

 
$
156,688

 
$
2,162,653

 
$
172,748

 
Total number of securities in an unrealized loss position
 
 
 
85

 
 
 
133

 
 
 
218


Fixed maturity investments - Total unrealized losses and OTTI increased by $135,474, or 78%, from December 31, 2012 to December 31, 2013. The increase in unrealized losses was in the less than twelve months category which increased by $191,110 from December 31, 2012 to December 31, 2013.

This increase was across most asset classes and was due to higher interest rates resulting in generally lower valuations of these fixed maturity securities. The number of securities with unrealized losses in the less than twelve months category increased from 85 at December 31, 2012 to 458 at December 31, 2013. The securities continue to be rated investment grade.


27

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


Total unrealized losses greater than twelve months decreased by $55,636 from December 31, 2012 to December 31, 2013. Corporate debt securities account for 78%, or $79,165, of the unrealized losses and OTTI greater than twelve months. Non-investment grade corporate securities account for $12,095 of unrealized losses and OTTI greater than twelve months and $10,276 of the losses are on perpetual debt investments issued by banks in the United Kingdom, which have bank ratings of BBB+ or higher. The Company determined the majority of the unrealized losses on perpetual securities were due to widening credit spreads and low London Interbank Offered Rate (“LIBOR”) based coupon rates on the securities, which are not expected to compromise the issuers’ ability to service the investments. Management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.

Asset-backed securities account for 16% of the unrealized losses and OTTI greater than twelve months. 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 8 for additional discussion regarding fair value measurements.

Other-than-temporary impairment recognition - The Company recorded OTTI on fixed maturity investments as follows:

Fixed maturities:
 
Year ended December 31, 2013
OTTI recognized in realized gains/(losses)
 
OTTI recognized in OCI (1)
 
Total
Credit related
 
Non-credit related
Non-credit related
Asset-backed securities
 
$
3

 
$

 
$

 
$
3

Residential mortgage-backed securities
 
170

 

 
(434
)
 
(264
)
Total fixed maturities
 
$
173

 
$

 
$
(434
)
 
$
(261
)

(1) Amounts are recognized in OCI in the period incurred.

Fixed maturities:
 
Year ended December 31, 2012
OTTI recognized in realized gains/(losses)
 
OTTI recognized in OCI (2)
 
Total
Credit related (1)
 
Non-credit related
Non-credit related
Corporate debt securities
 
$
254

 
$

 
$

 
$
254

Asset-backed securities
 
4,429

 

 
(61
)
 
4,368

Total fixed maturities
 
$
4,683

 
$

 
$
(61
)
 
$
4,622


(1) All of the $4,429 in credit related OTTI is bifurcated credit loss recognized on two asset-backed fixed maturities.  
(2) Amounts are recognized in OCI in the period incurred.

Fixed maturities:
 
Year ended December 31, 2011
OTTI recognized in realized gains/(losses)
 
OTTI recognized in OCI (2)
 
Total
Credit related (1)
 
Non-credit related
Non-credit related
Corporate debt securities
 
$
501

 
$

 
$

 
$
501

Asset-backed securities
 
6,264

 

 
10,005

 
16,269

Total fixed maturities
 
$
6,765

 
$

 
$
10,005

 
$
16,770



28

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


(1) All of the $6,264 in credit related OTTI is bifurcated credit loss recognized on one asset-backed fixed maturity.
(2) Amounts are recognized in OCI in the period incurred.

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,
 
2013
 
2012
 
2011
Beginning balance
$
167,788

 
$
186,999

 
$
181,611

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

 
4,429

 
6,264

  Credit loss recognized on securities previously impaired
173

 

 

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

 
(23,640
)
 
(876
)
Ending balance
$
167,961

 
$
167,788

 
$
186,999



Net Investment Income

The following table summarizes net investment income

 
Year ended December 31,
 
2013
 
2012
 
2011
Investment income:
 
 
 
 
 
Fixed maturity and short-term investments
$
766,367

 
$
808,215

 
$
821,582

Mortgage loans on real estate
147,944

 
138,411

 
117,796

Policy loans
206,718

 
213,300

 
218,663

Limited partnership interests
9,131

 
7,566

 
6,915

Net interest on funds withheld balances under reinsurance agreements, related party
20,876

 
19,382

 
18,376

Derivative instruments (1)
(44,610
)
 
16,008

 
(11,613
)
Other
3,321

 
5,222

 
3,113

 
1,109,747

 
1,208,104

 
1,174,832

Investment expenses
(18,358
)
 
(16,553
)
 
(16,346
)
Net investment income
$
1,091,389

 
$
1,191,551

 
$
1,158,486

(1) Includes gains (losses) on the hedged asset for fair value hedges.

Realized Investment Gains (Losses)

The following table summarizes realized investment gains (losses):


29

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


 
Year ended December 31,
 
2013
 
2012
 
2011
Realized investment gains (losses):
 
 
 
 
 
Fixed maturity and short-term investments
$
37,312

 
$
105,675

 
$
78,637

Derivative instruments
(62,077
)
 
(10,221
)
 
(47,264
)
Mortgage loans on real estate (1)
10,895

 
21,471

 
(4,633
)
Other
(266
)
 
(208
)
 
(2,245
)
Realized investment gains (losses)
$
(14,136
)
 
$
116,717

 
$
24,495


(1) Includes provision for mortgage impairments.

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 are segmented for the benefit of the participating fund account.

In 2012 and 2011, the realized gains (losses) on the provision for mortgage impairments, net of recoveries, was $17,248 and $(4,830), respectively. The 2012 and 2011, realized gains (losses) on mortgage loan activity not related to the provision was $4,223 and $197 and was included in Other. In the current year, all mortgage loan activity has been included in a single line item.

6. Derivative Financial Instruments

Derivative transactions are generally entered into pursuant to master agreements and other contracts with approved counterparties that provide for a single net payment to be made by one party to the other on a daily basis, periodic payment dates, or at the due date, expiration or termination of the agreement.
Certain derivative master agreements contain provisions that would allow the counterparties to require immediate settlement of all derivative instruments in a net liability position if the Company were to default on any debt obligations over a certain threshold. The aggregate fair value of derivative instruments with credit-risk-related contingent features that were in a net liability position was $167,743 and $55,875 as of December 31, 2013 and 2012, respectively. The Company had pledged collateral related to these derivatives of $143,540 and $43,360 as of December 31, 2013 and 2012, respectively, in the normal course of business. If the credit-risk-related contingent features were triggered on December 31, 2013 the fair value of assets that could be required to settle the derivatives in a net liability position was $24,203.

At December 31, 2013 and 2012, the Company had pledged $143,710 and $54,400, respectively, of unrestricted cash collateral to counterparties in the normal course of business.

At December 31, 2013, the Company estimated $7,841 of net derivative gains related to cash flow hedges included in AOCI will be reclassified into net income within the next twelve months.

Types of derivative instruments and derivative strategies

Interest rate contracts

Cash flow hedges

Interest rate swap agreements are used to convert the interest rate on certain debt securities from a floating rate to a fixed rate. Interest rate futures are used to manage the interest rate risks of forecasted acquisitions of fixed rate maturity investments. These derivatives are primarily structured to hedge interest rate risk inherent in the assumptions used to price certain liabilities.

Fair value hedges


30

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


Interest rate swap agreements are used to convert the interest rate on certain debt securities from a fixed rate to a floating rate to manage the interest rate risk of the change in the fair value of certain fixed rate maturity investments. Interest rate futures are used to manage the interest rate risk of the change in the fair value of certain fixed rate maturity investments.

Not designated as hedging instruments

The Company enters into certain transactions in which derivatives are hedging an economic risk but hedge accounting is not elected. These derivative instruments include: exchange-traded interest rate swap futures, OTC interest rate swaptions, OTC interest rate swaps, exchange-traded Eurodollar interest rate futures and treasury interest rate futures. Certain of the Company’s OTC derivatives are cleared and settled through a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.

The derivative instruments mentioned above are economic hedges and used to manage risk. These transactions are used to offset changes in liabilities including those in variable annuity products, hedge the economic effect of a large increase in interest rates, manage the potential variability in future interest payments due to a change in credited interest rates and the related change in cash flows due to increased surrenders and manage interest rate risks of forecasted acquisitions of fixed rate maturity investments and forecasted liability pricing.

Cross-currency contracts

Cross-currency swaps are used to manage the foreign currency exchange rate risk associated with investments denominated in other than U.S. dollars. The Company uses cross-currency swaps to convert interest and principal payments on foreign denominated debt instruments into U.S. dollars. Cross-currency swaps may be designated as cash flow hedges; however, hedge accounting is not always elected.

Equity contracts

Futures on equity indices are used to reduce the Company’s exposure to equity market risks; however, hedge accounting is not elected. The Company is hedging the risk of declining equity market values having an adverse effect on fee income collected on equity funds. The Company also uses futures on equity indices to offset changes in guaranteed minimum withdrawal benefit liabilities.

Other contracts

The Company uses forward settling TBA securities to gain exposure to the investment risk and return of agency mortgage-backed securities (pass-throughs). These transactions enhance the return on the Company’s investment portfolio and provide a more liquid and cost effective method of achieving these goals than purchasing or selling individual agency mortgage-backed pools. As the Company does not regularly accept delivery of such securities, they are accounted for as derivatives but hedge accounting is not elected. These transactions are disclosed as Other forward contracts.

The following tables summarize derivative financial instruments:


31

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


 
December 31, 2013
Notional amount
 
Net derivatives
 
Asset derivatives
 
Liability derivatives
Fair value
Fair value (1)
Fair value (1)
Hedge designation/derivative type:
 
 
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
 
 
Cash flow hedges:
 
 
 
 
 
 
 
Interest rate swaps
$
184,200

 
$
13,829

 
$
13,829

 
$

Cross-currency swaps
102,545

 
(7,843
)
 

 
7,843

Total cash flow hedges
286,745

 
5,986

 
13,829

 
7,843

Fair value hedges:
 
 
 
 
 
 
 
Interest rate swaps
78,000

 
4,951

 
5,098

 
147

Total fair value hedges
78,000

 
4,951

 
5,098

 
147

Total derivatives designated as hedges
364,745

 
10,937

 
18,927

 
7,990

Derivatives not designated as hedges:
 
 
 
 
 
 
 
Interest rate swaps
55,600

 
(2,038
)
 
1,454

 
3,492

Futures on equity indices
3,483

 

 

 

Interest rate futures
16,233

 

 

 

Interest rate swaptions
494,774

 
1,176

 
1,176

 

Cross-currency swaps
557,676

 
(154,340
)
 
1,921

 
156,261

Total derivatives not designated as hedges
1,127,766

 
(155,202
)
 
4,551

 
159,753

Total cash flow hedges, fair value hedges and derivatives not designated as hedges
$
1,492,511

 
$
(144,265
)
 
$
23,478

 
$
167,743


(1) The estimated fair value of all derivatives in an asset position is reported within other assets and the estimated fair value of all derivatives in a liability position is reported within other liabilities in the consolidated balance sheets.
 
December 31, 2012
Notional amount
 
Net derivatives
 
Asset derivatives
 
Liability derivatives
 
Fair value
 
Fair value (1)
 
Fair value (1)
Hedge designation/derivative type:
 
 
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
 
 
Cash flow hedges:
 
 
 
 
 
 
 
Interest rate swaps
$
184,200

 
$
26,113

 
$
26,113

 
$

Cross-currency swaps
424,248

 
(81,109
)
 
4,643

 
85,752

Total cash flow hedges
608,448

 
(54,996
)
 
30,756

 
85,752

Fair value hedges:
 
 
 
 
 
 
 
Interest rate swaps
183,776

 
(1,391
)
 
258

 
1,649

Total fair value hedges
183,776

 
(1,391
)
 
258

 
1,649

Total derivatives designated as hedges
792,224

 
(56,387
)
 
31,014

 
87,401

Derivatives not designated as hedges:
 
 
 
 
 
 
 
Interest rate swaps
29,264

 
305

 
1,062

 
757

Futures on equity indices
3,133

 

 

 

Interest rate futures
80,550

 

 

 

Interest rate swaptions
688,674

 
342

 
342

 

Total derivatives not designated as hedges
801,621

 
647

 
1,404

 
757

Total cash flow hedges, fair value hedges and derivatives not designated as hedges
$
1,593,845

 
$
(55,740
)
 
$
32,418

 
$
88,158



32

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


(1) The estimated fair value of all derivatives in an asset position is reported within other assets and the estimated fair value of all derivatives in a liability position is reported within other liabilities in the consolidated balance sheets.

Notional amounts are used to express the extent of the Company’s involvement in derivative transactions and represent a standard measurement of the volume of its derivative activity. Notional amounts represent those amounts used to calculate contractual flows to be exchanged and are not paid or received.

The Company had 46 and 75 swap transactions with an average notional amount of $3,175 and $8,685 during the years ended December 31, 2013 and 2012, respectively. During the years ended December 31, 2013 and 2012, the Company had 17 and 23 cross-currency swap transactions with an average notional amount of $13,881 and $12,710, respectively. The Company had 695 and 931 futures transactions with an average number of contracts per transaction of 9 and 11 during the years ended December 31, 2013 and 2012, respectively. The Company had 52 and 46 swaption transactions with an average notional amount of $5,040 and $5,528 during the years ended December 31, 2013 and 2012, respectively. The Company had 986 forward settling TBA security transactions with an average notional amount of $47,566 during the year ended December 31, 2013.

Significant changes in the derivative notional amount during the year ended December 31, 2013 were primarily due to the following:

The net decrease of $337,307 in interest rate swaps, interest rate swaptions and futures was primarily due to (i) a change in the Company’s interest rate risk hedging strategy and (ii) the closing of fair value hedges associated with the concurrent sales of certain fixed rate maturity investments.
The increase of $235,973 in cross-currency swaps was due to additional swaps opened to hedge newly purchased assets denominated in British pounds and Euros.

The Company recognized total derivative gains (losses) in net investment income of ($44,929), $12,567 and ($15,428) for the years ended December 31, 2013, 2012 and 2011, respectively. The Company recognized net investment gains (losses) on closed derivative positions of ($65,019), ($10,221) and ($38,794) for the years ended December 31, 2013, 2012 and 2011, respectively. The preceding amounts are shown net of any gains (losses) on the hedged assets in a fair value hedge that has been recorded in net investment income.







33

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


The following tables present the effect of derivative instruments in the consolidated statement of income reported by cash flow hedges, fair value hedges and economic hedges:

 
Gain (loss) recognized in OCI on derivatives (Effective portion)
 
Gain (loss) reclassified from OCI into net income (Effective portion)
 
Gain (loss) recognized in net income on derivatives (Ineffective portion and amount excluded from effectiveness testing)
 
 
Year ended December 31,
 
Year ended December 31,
 
Year ended December 31,
 
2013
 
2012
 
2011
 
2013
 
2012
 
2011
 
 
 
2013
 
2012
 
2011
 
 
Cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
$
(12,285
)
 
$
5,220

 
$
21,322

 
$
5,067

 
$
2,856

 
$
2,820

 
 (A)
 
$

 
$

 
$
9

 
(A)
Cross-currency swaps
15,387

 
(24,101
)
 
1,123

 

 

 

 
 
 

 

 

 
 
Interest rate futures

 

 

 
63

 
63

 
43

 
 (A)
 

 

 
(92
)
 
(A)
Interest rate futures

 

 
(1,431
)
 

 

 

 
 
 

 

 
6

 
(B)
Total cash flow hedges
$
3,102

 
$
(18,881
)
 
$
21,014

 
$
5,130

 
$
2,919

 
$
2,863

 
 
 
$

 
$

 
$
(77
)
 
 

(A) Net investment income.
(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.

 
Gain (loss) on derivatives recognized in net income
 
Gain (loss) on hedged assets recognized in net income
 
 
Year ended December 31,
 
Year ended December 31,
 
2013
 
2012
 
2011
 
 
 
2013
 
2012
 
2011
 
 
Fair value hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
$
6,342

 
$
(380
)
 
$
(1,011
)
 
 (A)
 
$

 
$

 
$

 
 
Interest rate swaps
1,909

 

 

 
 (B)
 

 

 

 
 
Interest rate futures

 

 
(285
)
 
 (A)
 

 

 

 
 
Interest rate futures

 

 
(8,311
)
 
 (B)
 

 

 

 
 
Items hedged in interest rate swaps

 

 

 
 
 
(5,308
)
 
380

 
1,011

 
(A)
Items hedged in interest rate swaps

 

 

 
 
 
(2,943
)
 

 

 
(B)
Items hedged in interest rate futures

 

 

 
 
 

 

 
(2,002
)
 
(A)
Items hedged in interest rate futures

 

 

 
 
 

 

 
8,470

 
(B)
Total fair value hedges (1)
$
8,251

 
$
(380
)
 
$
(9,607
)
 
 
 
$
(8,251
)
 
$
380

 
$
7,479

 
 

(1) Hedge ineffectiveness of zero, zero and ($2,128) was recognized during the years ended December 31, 2013, 2012 and 2011, respectively.
(A) Net investment income.
(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.

34

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


 
Gain (loss) on derivatives recognized in net income
 
Year ended December 31,
 
2013
 
2012
 
2011
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
Futures on equity indices
            (97)

 
 (A)
 
               2

 
 (A)
 
            (32)

 
(A)
Futures on equity indices
       (3,396)

 
 (B)
 
          (774)

 
 (B)
 
           373

 
(B)
Interest rate swaps
       (3,668)

 
 (A)
 
        8,620

 
 (A)
 
      (12,351)

 
(A)
Interest rate swaps
          (622)

 
 (B)
 
       (4,979)

 
 (B)
 
      (38,377)

 
(B)
Interest rate futures
          (458)

 
 (A)
 
           164

 
 (A)
 
           260

 
(A)
Interest rate futures
           303

 
 (B)
 
       (2,641)

 
 (B)
 
          (251)

 
(B)
Interest rate swaptions
        3,241

 
 (A)
 
           862

 
 (A)
 
       (3,798)

 
(A)
     Interest rate swaptions
       (2,828)

 
 (B)
 
       (1,827)

 
 (B)
 
          (704)

 
(B)
     Other forward contracts
      (57,442)

 
 (B)
 
-

 
 (B)
 
-

 
 (B)
     Cross-currency swaps
      (50,111)

 
 (A)
 
-

 
 (A)
 
-

 
 (A)
 
Total derivatives not designated as hedging instruments
$
(115,078
)
 
 
 
$
(573
)
 
 
 
$
(54,880
)
 
 

(A) Net investment income.
(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.



35

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


7. Summary of Offsetting Assets and Liabilities

The Company enters into derivative transactions with several approved counterparties. The Company’s derivative transactions are generally governed by International Swaps and Derivatives Association (“ISDA”) Master Agreements which provide for legally enforceable set-off and close-out netting in the event of default or bankruptcy of the Company’s counterparties. The Company’s ISDA Master Agreements generally include Credit Support Annex provisions which require both the pledging and accepting of collateral in connection with its derivative transactions. These provisions have the effect of securing each party’s position to the extent of collateral held. The following tables summarize the effect of master netting arrangements on the Company’s financial position in the normal course of business and in the event of default or bankruptcy of the Company’s counterparties:

 
December 31, 2013
 
 
 
Gross fair value not offset in balance sheets
 
 
Financial instruments:
Gross fair value of recognized assets/liabilities (1)
 
Financial instruments
 
Cash collateral received/(pledged)
 
Net fair value
Derivative instruments (assets) (2)
$
25,250

 
$
(25,023
)
 
$

 
$
227

Derivative instruments (liabilities) (3)
171,387

 
(25,023
)
 
(143,540
)
 
2,824

 
 
 
 
 
 
 
 
 
December 31, 2012
 
 
 
Gross fair value not offset in balance sheets
 
 
Financial instruments:
Gross fair value of recognized assets/liabilities (1)
 
Financial instruments
 
Cash collateral received/(pledged)
 
Net fair value
Derivative instruments (assets) (2)
$
26,647

 
$
(26,647
)
 
$

 
$

Derivative instruments (liabilities) (3)
87,093

 
(26,647
)
 
(54,400
)
 
6,046


(1) The gross fair value of derivative instruments are not netted against offsetting liabilities for presentation on the consolidated balance sheets.
(2) The estimated fair value of derivative instrument assets is reported in other assets in the consolidated balance sheets and includes income and expense accruals.
(3) The estimated fair value of derivative instrument liabilities is reported in other liabilities in the consolidated balance sheets and includes income and expense accruals.

8. 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:

36

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


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

 
$
3,064,639

 
$

 
$
3,064,639

Obligations of U.S. states and their subdivisions
 

 
1,943,587

 

 
1,943,587

Foreign government securities
 

 
2,603

 

 
2,603

Corporate debt securities
 

 
10,792,329

 
6,652

 
10,798,981

Asset-backed securities
 

 
1,402,679

 
252,958

 
1,655,637

Residential mortgage-backed securities
 

 
249,585

 

 
249,585

Commercial mortgage-backed securities
 

 
742,124

 

 
742,124

Collateralized debt obligations
 

 
12,356

 
32

 
12,388

Total fixed maturities available-for-sale
 

 
18,209,902

 
259,642

 
18,469,544

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

 
236,000

 

 
236,000

Corporate debt securities
 

 
58,171

 

 
58,171

Asset-backed securities
 

 
40,858

 

 
40,858

Commercial mortgage-backed securities
 

 
1,026

 

 
1,026

Total fixed maturities held for trading
 

 
336,055

 

 
336,055

Short-term investments available-for-sale lending agreements
 
254,378

 
39,909

 

 
294,287

 
 
 
 
 
 
 
 
 
Collateral under securities lending agreements
 
18,534

 

 

 
18,534

Collateral under derivative counterparty collateral agreements
 
143,710

 

 

 
143,710

Derivative instruments designated as hedges:
 
 
 
 
 
 
 
 
Interest rate swaps
 

 
18,927

 

 
18,927

Derivative instruments not designated as hedges:
 
 
 
 
 
 
 
 
Interest rate swaps
 

 
1,454

 

 
1,454

Interest rate swaptions
 

 
1,176

 

 
1,176

Cross-currency swaps
 

 
1,921

 

 
1,921

Total derivative instruments
 

 
23,478

 

 
23,478

Separate account assets
 
14,861,680

 
11,769,224

 

 
26,630,904

Total assets
 
$
15,278,302

 
$
30,378,568

 
$
259,642

 
$
45,916,512

Liabilities
 
 
 
 
 
 
 
 
Payable under securities lending agreements
 
$
18,534

 
$

 
$

 
$
18,534

Derivative instruments designated as hedges:
 
 
 
 
 
 
 
 
Interest rate swaps
 

 
147

 

 
147

Cross-currency swaps
 

 
7,843

 

 
7,843

Derivative instruments not designated as hedges:
 
 
 
 
 
 
 
 
Interest rate swaps
 

 
3,492

 

 
3,492

Cross-currency swaps
 

 
156,261

 

 
156,261

Total derivative instruments
 

 
167,743

 

 
167,743

Separate account liabilities (1)
 
2

 
166,325

 

 
166,327

Total liabilities
 
$
18,536

 
$
334,068

 
$

 
$
352,604

(1) 
Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.



37

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


 
 
Assets and liabilities measured at fair value on a recurring basis
 
 
December 31, 2012
Assets
 
Quoted prices in active markets for identical assets (Level 1)
 
Significant other observable inputs (Level 2)
 
Significant unobservable inputs (Level 3)
 
Total
Fixed maturities available-for-sale:
 
 
 
 
 
 
 
 
U.S. government direct obligations and U.S. agencies
 
$

 
$
2,834,074

 
$

 
$
2,834,074

Obligations of U.S. states and their subdivisions
 

 
2,018,505

 

 
2,018,505

Corporate debt securities
 

 
10,372,269

 
1,822

 
10,374,091

Asset-backed securities
 

 
1,595,601

 
265,538

 
1,861,139

Residential mortgage-backed securities
 

 
425,585

 

 
425,585

Commercial mortgage-backed securities
 

 
662,955

 

 
662,955

Collateralized debt obligations
 

 
11,963

 
32

 
11,995

Total fixed maturities available-for-sale
 

 
17,920,952

 
267,392

 
18,188,344

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

 
263,634

 

 
263,634

Corporate debt securities
 

 
61,336

 

 
61,336

Asset-backed securities
 

 
42,630

 

 
42,630

Total fixed maturities held for trading
 

 
367,600

 

 
367,600

Short-term investments available-for-sale
 
19,459

 
246,873

 

 
266,332

Collateral under securities lending agreements
 
142,022

 

 

 
142,022

Collateral under derivative counterparty collateral agreements
 
54,400

 

 

 
54,400

Derivative instruments designated as hedges:
 
 
 
 
 
 
 
 
Interest rate swaps
 

 
26,371

 

 
26,371

Cross-currency swaps
 

 
4,643

 

 
4,643

Derivative instruments not designated as hedges:
 
 
 
 
 
 
 
 
Interest rate swaps
 

 
1,062

 

 
1,062

Interest rate swaptions
 

 
342

 

 
342

Total derivative instruments
 

 
32,418

 

 
32,418

Separate account assets
 
12,171,024

 
12,434,502

 

 
24,605,526

Total assets
 
$
12,386,905

 
$
31,002,345

 
$
267,392

 
$
43,656,642

Liabilities
 
 
 
 
 
 
 
 
Payable under securities lending agreements
 
$
142,022

 
$

 
$

 
$
142,022

Derivative instruments designated as hedges:
 
 
 
 
 
 
 
 
Interest rate swaps
 

 
1,649

 

 
1,649

Cross-currency swaps
 

 
85,752

 

 
85,752

Derivative instruments not designated as hedges:
 
 
 
 
 
 
 
 
Interest rate swaps
 

 
757

 

 
757

Total derivative instruments
 

 
88,158

 

 
88,158

Separate account liabilities (1)
 
14

 
352,653

 

 
352,667

Total liabilities
 
$
142,036

 
$
440,811

 
$

 
$
582,847


(1) Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.

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 investments

The fair values for fixed maturity investments are based upon market prices from independent pricing services. In cases where market prices are not readily available, such as for private fixed maturity investments, fair values are estimated by the Company. To determine estimated fair value for these instruments, the Company generally utilizes discounted cash flows calculated at current market rates on investments of similar quality and term. Fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments,

38

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


including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty.

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.

Derivative counterparty collateral agreements

Included in other assets is cash collateral received from or pledged to derivative counterparties and included in other liabilities is the obligation to return the cash collateral to the counterparties. The carrying value of the collateral is a reasonable estimate of fair value.

Derivative instruments

Included in other assets and other liabilities are derivative financial instruments. The estimated fair values of OTC derivatives, primarily consisting of cross-currency swaps, interest rate swaps and interest rate swaptions, are the estimated amounts the Company would receive or pay to terminate the agreements at the end of each reporting period, taking into consideration current interest rates and other relevant factors.

Separate account assets and liabilities

Separate account assets and liabilities primarily include investments in mutual fund, fixed maturity and short-term securities. Mutual funds are recorded at net asset value, which approximates fair value, on a daily basis. The fixed maturity and short-term investments are valued in the same manner, and using the same pricing sources and inputs as the fixed maturity and short-term investments of the Company.

The following tables present additional information about assets and liabilities 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 and liabilities
 
Year ended December 31, 2013
 
Fixed maturities available-for-sale
 
 
 
Corporate debt securities
 
Asset-backed securities
 
Collateralized debt obligations
 
Total
Balance, January 1, 2013
$
1,822

 
$
265,538

 
$
32

 
$
267,392

Realized and unrealized gains (losses) included in:
 
 
 
 
 
 
 
Other comprehensive income (loss)
(240
)
 
34,766

 

 
34,526

Settlements
(762
)
 
(47,346
)
 

 
(48,108
)
Transfers into Level 3 (1)
5,832

 

 

 
5,832

Balance, December 31, 2013
$
6,652

 
$
252,958

 
$
32

 
$
259,642

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
$

 
$

 
$

 
$


(1) Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies.


39

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


 
Recurring Level 3 financial assets and liabilities
 
Year ended December 31, 2012
 
Fixed maturities available-for-sale
 
 
 
 
 
Corporate debt securities
 
Asset-backed securities
 
Collateralized debt obligations
 
Separate accounts
 
Total
Balance, January 1, 2012
$
36,496

 
$
279,021

 
$
22

 
$
2,118

 
$
317,657

Realized and unrealized gains (losses) included in:
 
 
 
 
 
 
 
 
 
Net income
(66
)
 

 

 
(3,692
)
 
(3,758
)
Other comprehensive income (loss)
102

 
33,346

 
11

 
3,604

 
37,063

Sales
(1,598
)
 

 

 
(1,997
)
 
(3,595
)
Settlements
(874
)
 
(41,809
)
 
(1
)
 
(33
)
 
(42,717
)
Transfers out of Level 3 (1)
(32,238
)
 
(5,020
)
 

 

 
(37,258
)
Balance, December 31, 2012
$
1,822

 
$
265,538

 
$
32

 
$

 
$
267,392

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.

 
Recurring Level 3 financial assets and liabilities
 
Year ended December 31, 2011
 
Fixed maturities available-for-sale
 
 
 
 
 
Corporate debt securities
 
Asset-backed securities
 
Collateralized debt obligations
 
Separate accounts
 
Total
Balance, January 1, 2011
$
58,692

 
$
290,488

 
$
14

 
$
4,278

 
$
353,472

Realized and unrealized gains (losses) included in:
 
 
 
 
 
 
 
 
 
Net income
3,961

 
(192
)
 

 
37

 
3,806

Other comprehensive income (loss)
779

 
20,031

 
8

 
260

 
21,078

Sales
(14,430
)
 

 

 
(1,847
)
 
(16,277
)
Settlements
(17,460
)
 
(31,306
)
 

 
(158
)
 
(48,924
)
Transfers into Level 3 (1)
7,333

 

 

 
1,400

 
8,733

Transfers out of Level 3 (1)
(2,379
)
 

 

 
(1,852
)
 
(4,231
)
Balance, December 31, 2011
$
36,496

 
$
279,021

 
$
22

 
$
2,118

 
$
317,657

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, 2011
$

 
$

 
$

 
$

 
$


(1) Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies. 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.













40

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


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
Assets:
 
 
 
 
 
 
 
Fixed maturities available-for-sale:
 
 
 
 
 
 
 
Asset-backed securities(1)
$
252,902

 
Internal model pricing
 
Prepayment speed assumption
 
            9
 
 
 
 
 
Constant default rate assumption
 
            5
 
 
 
 
 
Adjusted ABX Index spread assumption (2)
 
        455
(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 327 to 647 basis points. The constant default rate assumption ranged from 2.0 to 12.9.

 
December 31, 2012
 
  
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Weighted Average
Fixed maturities available-for-sale:
 
 
 
 
 
 
 
Asset-backed securities(1)
$
265,470

 
Internal model pricing
 
Prepayment speed assumption
 
            5
 
 
 
 
 
Constant default rate assumption
 
            5
 
 
 
 
 
Adjusted ABX Index spread assumption (2)
 
        655
(1) Includes home improvement loans only.  
(2) Includes an internally calculated liquidity premium adjustment of 217.

At December 31, 2012, after adjusting the ABX Index spread assumption by the liquidity premium, the overall discount rate ranged from 384 to 918 basis points. The constant default rate assumption ranged from 1.2 to 7.9.

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.

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:


41

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


 
 
December 31, 2013
 
December 31, 2012
Assets
 
Carrying amount
 
Estimated fair value
 
Carrying amount
 
Estimated fair value
Mortgage loans on real estate
 
$
3,134,255

 
$
3,197,292

 
$
2,881,758

 
$
3,114,796

Policy loans
 
4,185,472

 
4,185,472

 
4,260,200

 
4,260,200

Limited partnership interests
 
44,551

 
42,433

 
46,707

 
43,954

Other investments
 
16,643

 
42,814

 
18,890

 
45,050

Liabilities
 
 
 
 
 
 
 
 
Annuity contract benefits without life contingencies
 
$
10,263,043

 
$
9,986,464

 
$
9,622,357

 
$
9,731,734

Policyholders' funds
 
345,689

 
345,689

 
374,821

 
374,821

Commercial paper
 
98,990

 
98,990

 
97,987

 
97,987

Notes payable
 
532,519

 
541,918

 
532,491

 
563,860


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 policy holders 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 carrying value. The estimated fair value was classified as Level 2.

Limited partnership interests

Limited partnership interests, accounted for using the cost method, represent the Company’s minor ownership interests in pooled investment funds. These funds employ varying investment strategies that principally make private equity investments across diverse industries and geographical focuses. The estimated fair value was determined using the partnership financial statement reported capital account or net asset value adjusted for other relevant information which may impact the exit value of the investments. Distributions by these investments are generated from investment gains, from operating income generated by the underlying investments of the funds and from liquidation of the underlying assets of the funds which are estimated to be liquidated over the next one to 10 years. The estimated fair value was classified as Level 3.


Other investments

Other investments primarily include real estate held for investment. The estimated fair value for real estate is based on the unadjusted annual appraised value which includes factors such as comparable property sales, property income analysis, and capitalization rates. The estimated fair value was classified as Level 2.

42

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



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.

Commercial paper

The amortized cost of commercial paper is a reasonable estimate of fair value due to its short-term nature and the high credit quality of the obligor. The estimated fair value was classified as Level 2.

Notes payable

The estimated fair value of the notes payable to GWL&A Financial is based upon quoted market prices from independent pricing services of securities with characteristics similar to those of the notes payable. The estimated fair value was classified as Level 2.

9. 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, coinsurance and modified coinsurance contracts. The Company retains an initial maximum of $3,500 of coverage per individual life. This initial retention limit of $3,500 may increase due to automatic policy increases in coverage at a maximum rate of $175 per annum, with an overall maximum increase in coverage of $1,000.

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, 2013 and 2012, the reinsurance receivables had carrying values in the amounts of $588,533 and $638,797, respectively. Included in these amounts are $502,471 and $533,446 at December 31, 2013 and 2012, respectively, associated with reinsurance agreements with related parties. At December 31, 2013 and 2012, 85% and 83%, respectively, of the total reinsurance receivable was due from CLAC, a related party.

The Company assumes risk from approximately 40 insurers and reinsurers by participating in yearly renewable term and coinsurance pool agreements. When assuming risk, the Company seeks to generate revenue while maintaining reciprocal working relationships with these partners as they also seek to limit their exposure to loss on any single life.

Maximum capacity to be retained by the Company is dictated at the treaty level and is monitored annually to ensure the total risk retained on any one life is limited to a maximum retention of $4,500.


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


43

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


 
Life insurance in-force
 
Individual
 
Group
 
Total
Written and earned direct
$
51,660,487

 
$
40,520,417

 
$
92,180,904

Reinsurance ceded
(9,512,583
)
 

 
(9,512,583
)
Reinsurance assumed
66,209,732

 

 
66,209,732

Net
$
108,357,636

 
$
40,520,417

 
$
148,878,053

 
Percentage of amount assumed to net
61%
 
0%
 
44%

 
Premium income
 
Life insurance
 
Annuities
 
Total
Written and earned direct
$
315,100

 
$
4,000

 
$
319,100

Reinsurance ceded
(1,338
)
 
(88
)
 
(1,426
)
Reinsurance assumed
146,419

 

 
146,419

Net
$
460,181

 
$
3,912

 
$
464,093


The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2012:
 
Individual
 
Group
 
Total
Written and earned direct
$
51,324,176

 
$
38,587,771

 
$
89,911,947

Reinsurance ceded (1)
(9,719,234
)
 

 
(9,719,234
)
Reinsurance assumed (2)
71,161,149

 

 
71,161,149

Net
$
112,766,091

 
$
38,587,771

 
$
151,353,862

 
Percentage of amount assumed to net
63%
 
0%
 
48%
(1) Reinsurance ceded has been restated from $(11,138,163) at December 31, 2012. The Company believes the effects of this error are immaterial to the prior period.
(2) Reinsurance assumed has been restated from $72,580,078 at December 31, 2012. The Company believes the effects of this error are immaterial to the prior period.
 
Premium income
 
Life insurance
 
Annuities
 
Total
Written and earned direct
$
323,236

 
$
3,712

 
$
326,948

Reinsurance ceded
(53,950
)
 
3,648

 
(50,302
)
Reinsurance assumed
145,507

 

 
145,507

Net
$
414,793

 
$
7,360

 
$
422,153


The following table summarizes total premium income for the year ended December 31, 2011:

 
Premium income
 
Life insurance
 
Annuities
 
Total
Written and earned direct
$
395,419

 
$
1,960

 
$
397,379

Reinsurance ceded
(40,654
)
 
(66
)
 
(40,720
)
Reinsurance assumed
166,557

 

 
166,557

Net
$
521,322

 
$
1,894

 
$
523,216


Reinsurance recoveries for life and other policy benefits were $34,716, $46,492 and $36,876 for the years ended December 31, 2013, 2012, and 2011, respectively.

44

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




10.    Deferred Acquisition Costs and Value of Business Acquired

The following table summarizes activity in DAC and VOBA:

 
DAC
 
VOBA
 
Total
Balance, January 1, 2011
$
158,526

 
$
46,405

 
$
204,931

Capitalized additions
57,108

 

 
57,108

Amortization and writedowns
(25,184
)
 
(3,636
)
 
(28,820
)
Unrealized investment (gains) losses
(12,669
)
 
(717
)
 
(13,386
)
Balance, December 31, 2011
177,781

 
42,052

 
219,833

Capitalized additions
94,826

 

 
94,826

Amortization and writedowns
(51,434
)
 
(9,045
)
 
(60,479
)
Unrealized investment (gains) losses
(48,757
)
 
(962
)
 
(49,719
)
Balance, December 31, 2012
172,416

 
32,045

 
204,461

Correction to Balance, January 1, 2013 (1)
45,058

 

 
45,058

Capitalized additions
80,486

 

 
80,486

Amortization and writedowns
(55,490
)
 
(4,155
)
 
(59,645
)
Unrealized investment (gains) losses
71,601

 
1,327

 
72,928

Balance, December 31, 2013
$
314,071

 
$
29,217

 
$
343,288


(1) The January 1, 2013 DAC balance has been restated. During 2013, management reviewed its practices related to the accounting for certain fees paid by customers at the onset of an insurance contract and the related acquisition costs incurred by the Company on the sale of the insurance contract in the Company’s executive benefits market. Management concluded that the fees paid by the customers should be deferred as unearned revenue liability and the acquisition costs should be deferred as DAC in the consolidated balance sheet. The Company has previously accounted for the fees paid by customers as a reduction of the DAC in the consolidated balance sheet. The misstatement was corrected by an opening adjustment to DAC on January 1, 2013. The Company believes the effects of this error are immaterial to the prior period.

The estimated future amortization of VOBA for the years ended December 31, 2014 through December 31, 2018 is approximately $3,900 per annum.

11.     Goodwill and Other Intangible Assets

The balance of goodwill, all of which is within the Retirement Services segment, at December 31, 2013 and 2012 was $105,255.

The following tables summarize other intangible assets, all of which are within the Retirement Services segment:
 
December 31, 2013
 
Gross carrying amount
 
Accumulated amortization
 
Net book value
Customer relationships
$
36,314

 
$
(21,159
)
 
$
15,155


 
December 31, 2012
 
Gross carrying amount
 
Accumulated amortization
 
Net book value
Customer relationships
$
36,314

 
$
(18,065
)
 
$
18,249



45

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


Amortization expense for other intangible assets included in general insurance expenses was $3,094, $3,606 and $3,787 for the years ended December 31, 2013, 2012 and 2011, respectively. Except for goodwill, the Company has no intangible assets with indefinite lives. The Company did not incur costs to renew or extend the term of acquired intangible assets during the year ended December 31, 2013.

The estimated future amortization of other intangible assets using current assumptions, which are subject to change, for the years ended December 31, 2014 through December 31, 2018 is approximately $2,400 per annum.

12.    Commercial Paper

The Company maintains a commercial paper program that is partially supported by a $50,000 corporate credit facility.

The following table provides information regarding the Company’s commercial paper program:
 
December 31,
 
2013
 
2012
Face value
$98,990
 
$97,987
Carrying value
98,990
 
97,987
Effective interest rate
0.2% - 0.3%
 
0.3% - 0.4%
Maturity range (days)
2 - 22
 
3 - 74

13.    Stockholder’s Equity and Dividend Restrictions

At December 31, 2013 and 2012, the Company had 50,000,000 shares of $1 par value preferred stock authorized, none of which was issued or outstanding at either date. In addition, the Company has 50,000,000 shares of $1 par value common stock authorized, 7,032,000 of which were issued and outstanding at both December 31, 2013 and 2012.

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,
 
2013
 
2012
 
2011
 
 
2013
 
2012
Net income
$
175,292

 
$
147,741

 
$
155,998

 
Capital and surplus
$
1,200,609

 
$
1,109,498


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, 2013.

Dividends are paid as determined by the Board of Directors, subject to restrictions as discussed below. During the years ended December 31, 2013, 2012 and 2011, the Company paid dividends in the amounts of $102,436, $184,401 and $206,353, respectively, to its parent company, GWL&A Financial.

The maximum amount of dividends that can be paid to stockholders by insurance companies domiciled in the State of Colorado, without prior approval of the Insurance Commissioner, is subject to restrictions relating to statutory capital and surplus and statutory net gain from operations. As filed with the Colorado Division of Insurance, the statutory capital and surplus and net gain from operations at and for the year ended December 31, 2013 were $1,200,609 and $218,016, respectively. Based on the as filed amounts, the Company may pay up to $218,016 of dividends during the year ended December 31, 2014 without the prior approval of the Colorado Insurance Commissioner. Prior to any payments of dividends, the Company seeks approval from the Colorado Insurance Commissioner.

14.    Other Comprehensive Income

46

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



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

 
Year ended December 31, 2013
 
Unrealized holding gains (losses) arising on fixed maturities, available-for-sale
 
Unrealized holding gains (losses) arising on cash flow hedged
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment
 
Total
Balances, January 1, 2013
$
927,678

 
$
24,962

 
$
(194,147
)
 
$
(122,794
)
 
$
635,699

Other comprehensive income (loss) before reclassifications
(467,178
)
 
2,016

 
124,147

 
68,422

 
(272,593
)
Amounts reclassified from AOCI
(26,477
)
 
(1,461
)
 

 
10,586

 
(17,352
)
Net current period other comprehensive income (loss)
(493,655
)
 
555

 
124,147

 
79,008

 
(289,945
)
Balances, December 31, 2013
$
434,023

 
$
25,517

 
$
(70,000
)
 
$
(43,786
)
 
$
345,754


 
Year ended December 31, 2012
 
Unrealized holding gains (losses) arising on fixed maturities, available-for-sale
 
Unrealized holding gains (losses) arising on cash flow hedged
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment
 
Total
Balances, January 1, 2012
$
646,805

 
$
41,003

 
$
(139,655
)
 
$
(78,171
)
 
$
469,982

Other comprehensive income (loss) before reclassifications
347,118

 
(12,273
)
 
(54,492
)
 
(50,771
)
 
229,582

Amounts reclassified from AOCI
(66,245
)
 
(3,768
)
 

 
6,148

 
(63,865
)
Net current period other comprehensive income (loss)
280,873

 
(16,041
)
 
(54,492
)
 
(44,623
)
 
165,717

Balances, December 31, 2012
$
927,678

 
$
24,962

 
$
(194,147
)
 
$
(122,794
)
 
$
635,699


 
Year ended December 31, 2011
 
Unrealized holding gains (losses) arising on fixed maturities, available-for-sale
 
Unrealized holding gains (losses) arising on cash flow hedged
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment
 
Total
Balances, January 1, 2011
$
360,570

 
$
29,205

 
$
(74,514
)
 
$
(45,953
)
 
$
269,308

Other comprehensive income (loss) before reclassifications
332,581

 
13,659

 
(65,141
)
 
(34,978
)
 
246,121

Amounts reclassified from AOCI
(46,346
)
 
(1,861
)
 

 
2,760

 
(45,447
)
Net current period other comprehensive income (loss)
286,235

 
11,798

 
(65,141
)
 
(32,218
)
 
200,674

Balances, December 31, 2011
$
646,805

 
$
41,003

 
$
(139,655
)
 
$
(78,171
)
 
$
469,982


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


47

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


 
Year ended December 31, 2013
 
Before-tax amount
 
Tax (expense) benefit
 
Net-of-tax amount
Unrealized holding gains (losses) arising during the period on available-for-sale fixed maturity investments
$
(718,735
)
 
$
251,557

 
$
(467,178
)
Unrealized holding gains (losses) arising during the period on cash flow hedges
3,102

 
(1,086
)
 
2,016

Reclassification adjustment for (gains) losses realized in net income
(42,982
)
 
15,044

 
(27,938
)
Net unrealized gains (losses)
(758,615
)
 
265,515

 
(493,100
)
Future policy benefits, DAC and VOBA adjustments
190,995

 
(66,848
)
 
124,147

Net unrealized gains (losses)
(567,620
)
 
198,667

 
(368,953
)
Employee benefit plan adjustment
121,551

 
(42,543
)
 
79,008

Other comprehensive income (loss)
$
(446,069
)
 
$
156,124

 
$
(289,945
)

 
Year ended December 31, 2012
 
Before-tax amount
 
Tax (expense) benefit
 
Net-of-tax amount
Unrealized holding gains (losses) arising during the period on available-for-sale fixed maturity investments
$
534,028

 
$
(186,910
)
 
$
347,118

Unrealized holding gains (losses) arising during the period on cash flow hedges
(18,881
)
 
6,608

 
(12,273
)
Reclassification adjustment for (gains) losses realized in net income
(107,713
)
 
37,700

 
(70,013
)
Net unrealized gains (losses)
407,434

 
(142,602
)
 
264,832

Future policy benefits, DAC and VOBA adjustments
(83,835
)
 
29,343

 
(54,492
)
Net unrealized gains (losses)
323,599

 
(113,259
)
 
210,340

Employee benefit plan adjustment
(68,650
)
 
24,027

 
(44,623
)
Other comprehensive income (loss)
$
254,949

 
$
(89,232
)
 
$
165,717



 
Year ended December 31, 2011
 
Before-tax amount
 
Tax (expense) benefit
 
Net-of-tax amount
Unrealized holding gains (losses) arising during the period on available-for-sale fixed maturity investments
$
511,663

 
$
(179,082
)
 
$
332,581

Unrealized holding gains (losses) arising during the period on cash flow hedges
21,014

 
(7,355
)
 
13,659

Reclassification adjustment for (gains) losses realized in net income
(74,165
)
 
25,958

 
(48,207
)
Net unrealized gains (losses)
458,512

 
(160,479
)
 
298,033

Future policy benefits, DAC and VOBA adjustments
(100,216
)
 
35,075

 
(65,141
)
Net unrealized gains (losses)
358,296

 
(125,404
)
 
232,892

Employee benefit plan adjustment
(49,566
)
 
17,348

 
(32,218
)
Other comprehensive income (loss)
$
308,730

 
$
(108,056
)
 
$
200,674


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

48

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


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 (gains) losses arising on fixed maturities available-for-sale
 
$
(40,734
)
 
Other realized investment gains, net
 
 
(40,734
)
 
Total before tax
 
 
(14,257
)
 
Tax expense or benefit
 
 
$
(26,477
)
 
Net of tax
 
 
 

 
 
Unrealized (gains) losses arising on cash flow hedges
 
$
(2,248
)
 
Net investment income
 
 
(2,248
)
 
Total before tax
 
 
(787
)
 
Tax expense or benefit
 
 
$
(1,461
)
 
Net of tax
 
 
 
 
 
Amortization of employee benefit plan items
 
 

 
 
Prior service costs (benefits)
 
$
(666
)
(1)
 
Actuarial gains/(losses)
 
16,952

(1)
 
 
 
$
16,286

 
Total before tax
 
 
 
5,700

 
Tax expense or benefit
 
 
10,586

 
Net of tax
 
 
 
 
 
Total reclassification for the period
 
$
(17,352
)
 
Net of tax


(1) These accumulated other comprehensive income components are included in the computation of net periodic (benefit) cost of employee benefit plans (see Note 16 for additional details).

15. General Insurance Expenses

The following table summarizes the significant components of general insurance expenses:
 
Year ended December 31,
 
2013
 
2012
 
2011
Compensation
$
359,280

 
$
335,212

 
$
303,514

Commissions
184,238

 
180,529

 
156,461

Other
106,829

 
80,908

 
106,718

Total general insurance expenses
$
650,347

 
$
596,649

 
$
566,693


16. Employee Benefit Plans

Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement Plans

The Company has a noncontributory Defined Benefit Pension Plan covering substantially all of its employees that were hired before January 1, 1999. Prior to December 31, 2012, the Company accounted for the Defined Benefit Pension Plan as the direct legal obligation of the Company and accounted for the corresponding plan obligations on its Balance Sheet and Statements of Income. Effective December 31, 2012, the Company transferred the sponsorship of the Defined Benefit Pension Plan to GWL&A Financial, the Company’s immediate parent. Despite the change in sponsorship of the Defined Benefit Pension Plan, the Company will continue to account for the corresponding plan obligations on its Balance Sheet and Statements of Income.


49

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


Benefits for the Defined Benefit Pension Plan are based principally on an employee’s years of service and compensation levels near retirement. The Company’s policy for funding the Defined Benefit Pension Plans is to make annual contributions, which equal or exceed regulatory requirements.

The Company sponsors an unfunded Post-Retirement Medical Plan (the “Medical Plan”) that provides health benefits to retired employees who are not Medicare eligible. The medical plan is contributory and contains other cost sharing features which may be adjusted annually for the expected general inflation rate. The Company’s policy is to fund the cost of the medical plan benefits in amounts determined at the discretion of management.

The Company also provides Supplemental Executive Retirement Plans to certain key executives. These plans provide key executives with certain benefits upon retirement, disability or death based upon total compensation. The Company has purchased individual life insurance policies with respect to each employee covered by this plan. The Company is the owner and beneficiary of the insurance contracts.

A December 31 measurement date is used for the employee benefit plans.

The following tables provide a reconciliation of the changes in the benefit obligations, fair value of plan assets and the underfunded status for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans:

 
Defined benefit pension plan
 
Post-retirement medical plan
 
Supplemental executive retirement plan
 
Total
 
Year Ended December 31,
 
Year Ended December 31,
 
Year Ended December 31,
 
Year Ended December 31,
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Change in projected benefit obligation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Benefit obligation, January 1
$
500,603

 
$
401,134

 
$
13,462

 
$
11,725

 
$
69,229

 
$
61,358

 
$
583,294

 
$
474,217

Service cost
5,527

 
4,350

 
947

 
817

 
1,002

 
991

 
7,476

 
6,158

Interest cost
20,897

 
20,945

 
512

 
569

 
2,548

 
2,912

 
23,957

 
24,426

Actuarial (gain) loss
(57,051
)
 
87,117

 
(3,221
)
 
974

 
(6,791
)
 
6,760

 
(67,063
)
 
94,851

Regular benefits paid
(13,574
)
 
(12,943
)
 
(619
)
 
(623
)
 
(3,683
)
 
(2,792
)
 
(17,876
)
 
(16,358
)
Benefit obligation, December 31
$
456,402

 
$
500,603

 
$
11,081

 
$
13,462

 
$
62,305

 
$
69,229

 
$
529,788

 
$
583,294

Accumulated benefit obligation
$
440,666

 
$
491,712

 
$
11,081

 
$
13,462

 
$
54,195

 
$
58,135

 
$
505,942

 
$
563,309


 
Defined benefit pension plan
 
Post-retirement medical plan
 
Supplemental executive retirement plan
 
Total
 
Year Ended December 31,
 
Year Ended December 31,
 
Year Ended December 31,
 
Year Ended December 31,
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Change in plan assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Value of plan assets, January 1
$
336,534

 
$
293,336

 
$

 
$

 
$

 
$

 
$
336,534

 
$
293,336

Actual return on plan assets
62,701

 
38,541

 

 

 

 

 
62,701

 
38,541

Employer contributions
18,674

 
17,600

 
619

 
623

 
3,683

 
2,792

 
22,976

 
21,015

Benefits paid
(13,574
)
 
(12,943
)
 
(619
)
 
(623
)
 
(3,683
)
 
(2,792
)
 
(17,876
)
 
(16,358
)
Value of plan assets, December 31
$
404,335

 
$
336,534

 
$

 
$

 
$

 
$

 
$
404,335

 
$
336,534


 
Defined benefit pension plan
 
Post-retirement medical plan
 
Supplemental executive retirement plan
 
Total
 
December 31,
 
December 31,
 
December 31,
 
December 31,
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Under funded status at December 31
$
(52,067
)
 
$
(164,069
)
 
$
(11,081
)
 
$
(13,462
)
 
$
(62,305
)
 
$
(69,229
)
 
$
(125,453
)
 
$
(246,760
)

50

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





The following table presents amounts recognized in the consolidated balance sheets for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans:

 
Defined benefit pension plan
 
Post-retirement medical plan
 
Supplemental executive retirement plan
 
Total
 
December 31,
 
December 31,
 
December 31,
 
December 31,
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Amounts recognized in consolidated balance sheets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other liabilities
$
(52,067
)
 
$
(164,069
)
 
$
(11,081
)
 
$
(13,462
)
 
$
(62,305
)
 
$
(69,229
)
 
$
(125,453
)
 
$
(246,760
)
Accumulated other comprehensive income (loss)
(69,564
)
 
(180,869
)
 
13,885

 
12,662

 
(11,687
)
 
(20,710
)
 
(67,366
)
 
(188,917
)

The following table provides information regarding amounts in AOCI that have not yet been recognized as components of net periodic benefit cost at December 31, 2013:

 
Defined benefit pension plan
 
Post-retirement medical plan
 
Supplemental executive retirement plan
 
Total
 
Gross
 
Net of tax
 
Gross
 
Net of tax
 
Gross
 
Net of tax
 
Gross
 
Net of tax
Net gain (loss)
$
(69,500
)
 
$
(45,175
)
 
$
9,043

 
$
5,878

 
$
(7,619
)
 
$
(4,952
)
 
$
(68,076
)
 
$
(44,249
)
Net prior service (cost) credit
(64
)
 
(42
)
 
4,842

 
3,147

 
(4,068
)
 
(2,642
)
 
710

 
463

 
$
(69,564
)
 
$
(45,217
)
 
$
13,885

 
$
9,025

 
$
(11,687
)
 
$
(7,594
)
 
$
(67,366
)
 
$
(43,786
)

The following table provides information regarding amounts in AOCI that are expected to be recognized as components of net periodic benefit costs during the year ended December 31, 2014:

 
Defined benefit pension plan
 
Post-retirement medical plan
 
Supplemental executive retirement plan
 
Total
 
Gross
 
Net of tax
 
Gross
 
Net of tax
 
Gross
 
Net of tax
 
Gross
 
Net of tax
Net gain (loss)
$
(2,579
)
 
$
(1,676
)
 
$
520

 
$
338

 
$
(369
)
 
$
(240
)
 
$
(2,428
)
 
$
(1,578
)
Prior service (cost) credit
(51
)
 
(33
)
 
1,706

 
1,109

 
(933
)
 
(606
)
 
722

 
470

 
$
(2,630
)
 
$
(1,709
)
 
$
2,226

 
$
1,447

 
$
(1,302
)
 
$
(846
)
 
$
(1,706
)
 
$
(1,108
)

The expected benefit payments for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans for the years indicated are as follows:

 
Defined benefit pension plan
 
Post-retirement medical plan
 
Supplemental executive retirement plan
2014
$
14,442

 
$
640

 
$
3,450

2015
15,217

 
626

 
4,858

2016
16,574

 
568

 
3,305

2017
17,683

 
573

 
18,700

2018
19,264

 
571

 
2,806

2019 through 2023
122,349

 
3,320

 
14,486



51

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


Net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans included in general insurance expenses in the accompanying consolidated statements of income includes the following components:
 
Defined benefit pension plan
 
Year Ended December 31,
 
2013
 
2012
 
2011
Components of net periodic cost:
 
 
 
 
 
Service cost
$
5,527

 
$
4,350

 
$
3,935

Interest cost
20,897

 
20,945

 
20,286

Expected return on plan assets
(24,499
)
 
(21,797
)
 
(21,093
)
Amortization of transition obligation

 

 
(1,388
)
Amortization of unrecognized prior service cost
51

 
51

 
51

Amortization of loss from earlier periods
16,001

 
9,941

 
5,115

Net periodic cost
$
17,977

 
$
13,490

 
$
6,906


 
Post-retirement medical plan
 
Year Ended December 31,
 
2013
 
2012
 
2011
Components of net periodic benefit:
 
 
 
 
 
Service cost
$
947

 
$
817

 
$
622

Interest cost
512

 
569

 
585

Amortization of unrecognized prior service benefit
(1,650
)
 
(1,650
)
 
(1,650
)
Amortization of gain from earlier periods
(348
)
 
(455
)
 
(611
)
Net periodic benefit
$
(539
)
 
$
(719
)
 
$
(1,054
)

 
Supplemental executive retirement plan
 
Year Ended December 31,
 
2013
 
2012
 
2011
Components of net periodic cost:
 
 
 
 
 
Service cost
$
1,002

 
$
991

 
$
916

Interest cost
2,548

 
2,912

 
3,136

Amortization of unrecognized prior service cost
933

 
934

 
2,584

Amortization of loss from earlier periods
1,299

 
637

 
145

Net periodic cost
$
5,782

 
$
5,474

 
$
6,781


The following tables present the assumptions used in determining benefit obligations of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans:

 
Defined benefit pension plan
 
December 31,
 
2013
 
2012
Discount rate
5.11%
 
4.19%
Rate of compensation increase
4.47%
 
3.14%


52

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


 
Post-retirement medical plan
 
December 31,
 
2013
 
2012
Discount rate
4.83%
 
3.74%
Initial health care cost trend
7.00%
 
7.50%
Ultimate health care cost trend
5.00%
 
5.25%
Year ultimate trend is reached
2018
 
2018

 
Supplemental executive retirement plan
 
December 31,
 
2013
 
2012
Discount rate
4.61%
 
3.79%
Rate of compensation increase
4.00%
 
4.00%

The following tables present the assumptions used in determining the net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans:

 
Defined benefit pension plan
 
Year Ended December 31,
 
2013
 
2012
Discount rate
4.19%
 
5.23%
Expected return on plan assets
7.25%
 
7.25%
Rate of compensation increase
3.14%
 
3.14%

 
Post-retirement medical plan
 
Year Ended December 31,
 
2013
 
2012
Discount rate
3.74%
 
4.70%
Initial health care cost trend
7.50%
 
8.00%
Ultimate health care cost trend
5.25%
 
5.25%
Year ultimate trend is reached
2018
 
2018

 
Supplemental executive retirement plan
 
Year Ended December 31,
 
2013
 
2012
Discount rate
3.79%
 
4.87%
Rate of compensation increase
4.00%
 
5.00%

The discount rate has been set based on the rates of return on high-quality fixed-income investments currently available and expected to be available during the period the benefits will be paid. In particular, the yields on bonds rated AA or better on the measurement date have been used to set the discount rate.

The following table presents the impact on the Post-Retirement Medical Plan that a one-percentage-point change in assumed health care cost trend rates would have on the following:


53

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


 
One percentage point increase
 
One percentage point decrease
Increase (decrease) on total service and interest cost on components
$
219

 
$
(186
)
Increase (decrease) on post-retirement benefit obligation
1,401

 
(1,199
)

The following table presents how the Company’s Defined Benefit Pension Plan assets are invested:

 
December 31,
 
2013
 
2012
Equity securities
63%
 
56%
Debt securities
34%
 
41%
Other
3%
 
3%
Total
100%
 
100%

The following tables present information about the Defined Benefit Retirement Plan’s assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:

 
Defined Benefit Plan Assets Measured at Fair Value on a Recurring Basis
 
December 31, 2013
 
Quoted prices in active markets for identical assets (Level 1)
 
Significant other observable inputs (Level 2)
 
Significant unobservable inputs (Level 3)
 
Total
Common collective trust funds:
 
 
 
 
 
 
 
Equity index funds
$

 
$
82,440

 
$

 
$
82,440

Midcap index funds

 
82,674

 

 
82,674

World equity index funds

 
8,186

 

 
8,186

U.S. equity market funds

 
83,209

 

 
83,209

Total common collective trust funds

 
256,509

 

 
256,509

 
 
 
 
 
 
 
 
Fixed maturity investments:
 
 
 
 
 
 
 
U.S. government direct obligations and agencies

 
19,088

 

 
19,088

Obligations of U.S. states and their municipalities

 
14,973

 

 
14,973

Corporate debt securities

 
91,860

 

 
91,860

Asset-backed securities

 
7,902

 

 
7,902

Commercial mortgage-backed securities

 
2,647

 

 
2,647

Total fixed maturity investments

 
136,470

 

 
136,470

 
 
 
 
 
 
 
 
Preferred stock
700

 

 

 
700

Limited partnership investments

 

 
7,557

 
7,557

Money market funds
3,099

 

 

 
3,099

Total defined benefit plan assets
$
3,799

 
$
392,979

 
$
7,557

 
$
404,335



54

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


 
Defined Benefit Plan Assets Measured at Fair Value on a Recurring Basis
 
December 31, 2012
 
Quoted prices in active markets for identical assets (Level 1)
 
Significant other observable inputs (Level 2)
 
Significant unobservable inputs (Level 3)
 
Total
Common collective trust funds:
 
 
 
 
 
 
 
Equity index funds
$

 
$
60,601

 
$

 
$
60,601

Midcap index funds

 
60,289

 

 
60,289

World equity index funds

 
6,798

 

 
6,798

U.S. equity market funds

 
60,723

 

 
60,723

Total common collective trust funds

 
188,411

 

 
188,411

 
 
 
 
 
 
 
 
Fixed maturity investments:
 
 
 
 
 
 
 
U.S. government direct obligations and agencies

 
9,907

 

 
9,907

Obligations of U.S. states and their municipalities

 
16,899

 

 
16,899

Corporate debt securities

 
100,142

 

 
100,142

Asset-backed securities

 
8,386

 

 
8,386

Commercial mortgage-backed securities

 
2,961

 

 
2,961

Total fixed maturity investments

 
138,295

 

 
138,295

 
 
 
 
 
 
 
 
Preferred stock
134

 

 

 
134

Limited partnership investments

 

 
6,485

 
6,485

Money market funds
3,209

 

 

 
3,209

Total defined benefit plan assets
$
3,343

 
$
326,706

 
$
6,485

 
$
336,534


The following tables present additional information about assets of the Defined Benefit Retirement Plan measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value

 
Fair Value Measurements Using
Significant Unobservable Inputs (Level 3)
Limited partnership interest
 
 
 
 
 
Year Ended December 31,
 
2013
 
2012
Balance, January 1
$
6,485

 
$
7,116

Actual return on plan assets
853

 

Purchases
630

 
61

Issuances
(411
)
 
(692
)
Balance, December 31
$
7,557

 
$
6,485


The investment objective of the Defined Benefit Pension Plan is to provide a risk-adjusted return that will ensure the payment of benefits while protecting against the risk of substantial investment losses. Correlations among the asset classes are used to identify an asset mix that the Company believes will provide the most attractive returns. Long-term return forecasts for each asset class using historical data and other qualitative considerations to adjust for projected economic forecasts are used to set the expected rate of return for the entire portfolio.

The Defined Benefit Pension Plan utilizes various investment securities. Generally, investment securities are exposed to various risks, such as interest rate risks, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur and that such changes could materially affect the amounts reported.

55

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



The following table presents the ranges the Company targets for the allocation of invested Defined Benefit Pension Plan assets at December 31, 2014:

 
December 31, 2014
Equity securities
25% - 80%
Debt securities
25% - 75%
Other
0% - 30%

Management estimates the value of these investments will be recoverable. The Company does not expect any plan assets to be returned to it during the year ended December 31, 2014. The Company expects to make payments of approximately $640 with respect to its Post-Retirement Medical Plan and $3,450 with respect to its Supplemental Executive Retirement Plan during the year ended December 31, 2014. The Company expects to make a contribution of $13,525 to its Defined Benefit Pension Plan during the year ended December 31, 2014.

Other employee benefit plans

The Company has an executive deferred compensation plan providing key executives with the opportunity to participate in an unfunded deferred compensation program. Under the program, participants may defer base compensation and bonuses and earn interest on the amounts deferred. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are reflected in other liabilities in the accompanying consolidated balance sheets, are $11,240 and $12,430 at December 31, 2013 and 2012, respectively. The participant deferrals earned interest at the average rates of 6.53% and 7.17% during the years ended December 31, 2013 and 2012, respectively. The interest rate is based on the Moody’s Average Annual Corporate Bond Index rate plus 0.45% for actively employed participants and fixed rates ranging from 5.13% to 7.91% for retired participants.

The Company offers an unfunded, non-qualified deferred compensation plan to a select group of management and highly compensated individuals. Participants defer a portion of their compensation and realize potential market gains or losses on the invested contributions. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are included in other liabilities in the accompanying consolidated balance sheets are $14,536 and $12,239 at December 31, 2013 and 2012, respectively.

17. Income Taxes

The provision for income taxes is comprised of the following:

 
Year ended December 31,
 
2013
 
2012
 
2011
Current
$
82,878

 
$
89,934

 
$
70,201

Deferred
(24,087
)
 
45,371

 
23,617

Total income tax provision
$
58,791

 
$
135,305

 
$
93,818


The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective federal income tax rate:


56

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


 
Year ended December 31,
 
2013
 
2012
 
2011
Statutory federal income tax rate
35.0
 %
 
35.0
 %
 
35.0
 %
Income tax effect of:
 
 
 
 
 
Investment income not subject to federal tax
(4.6
)%
 
(2.3
)%
 
(2.7
)%
Tax credits
(2.0
)%
 
(1.3
)%
 
(2.1
)%
State income taxes, net of federal benefit
3.3
 %
 
1.2
 %
 
0.7
 %
Income tax contingency provisions
(0.4
)%
 
 %
 
2.0
 %
Other, net
 %
 
3.6
 %
 
(1.2
)%
Effective federal income tax rate
31.3
 %
 
36.2
 %
 
31.7
 %

A reconciliation of unrecognized tax benefits is as follows:

 
Year ended December 31,
 
2013
 
2012
 
2011
Balance, beginning of year
$
25,850

 
$
32,123

 
$
35,256

Additions to tax positions in the current year

 
6,230

 
6,557

Reductions to tax positions in the current year

 

 
(420
)
Additions to tax positions in the prior year
1,497

 
420

 
4,785

Reductions to tax positions in the prior year
(180
)
 
(10,219
)
 
(9,858
)
Reductions to tax positions from statutes expiring
(6,013
)
 
(2,704
)
 
(4,197
)
Balance, end of year
$
21,154

 
$
25,850

 
$
32,123


Included in the unrecognized tax benefits of $21,154 at December 31, 2013 was $3,262 of tax benefits that, if recognized, would impact the annual effective tax rate. The Company anticipates additional increases in its unrecognized tax benefits of $3,000 to $4,000 in the next twelve months, primarily due to changes in the composition of the consolidated group.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in current income tax expense. The Company recognized approximately $(286), $208 and $2,629 in interest and penalties related to the uncertain tax positions during the years ended December 31, 2013, 2012 and 2011, respectively. The Company had approximately $4,126 and $4,412 accrued for the payment of interest and penalties at December 31, 2013 and 2012, respectively.

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 2009 and prior. Tax years 2010, 2011 and 2012 are open to federal examination by the I.R.S. The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state or local audits.

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:


57

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


 
December 31,
 
2013
 
2012
 
Deferred
tax asset
 
Deferred
tax liability
 
Deferred
tax asset
 
Deferred
tax liability
Policyholder reserves
$

 
$
253,738

 
$

 
$
218,303

Deferred acquisition costs
1,008

 

 
46,832

 

Investment assets

 
203,363

 

 
496,096

Policyholder dividends
11,479

 

 
11,586

 

Net operating loss carryforward
172,414

 

 
180,448

 

Pension plan accrued benefit liability
53,937

 

 
98,981

 

Goodwill

 
25,563

 

 
24,045

Experience rated refunds
5,509

 

 
10,908

 

Tax credits
131,052

 

 
106,552

 

Other
416

 

 

 
5,858

Total deferred taxes
$
375,815

 
$
482,664

 
$
455,307

 
$
744,302


Amounts presented for investment assets above include $(209,434) and $(410,044) related to the net unrealized losses (gains) on the Company’s investments, which are classified as available-for-sale at December 31, 2013 and 2012, respectively.

The Company, together with certain of its subsidiaries, and 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 has federal net operating loss carry forwards generated by a subsidiary that is included in the Lifeco U.S. consolidated federal income tax return. As of December 31, 2013, the subsidiary had net operating loss carry forwards expiring as follows:

Year
 
Amount
2020
 
$
100,433

2021
 
113,002

2022
 
136,796

2023
 
81,693

2028
 
9,327

Total
 
$
441,251


During 2013 and 2012, the Company generated $25,013 and $30,965 of Guaranteed Federal Low Income Housing tax credit carryforwards, respectively. As of December 31, 2013, the total credit carryforward for Low Income Housing is $123,865. These credits will begin to expire in 2030.

Included in due from parent and affiliates at December 31, 2013 and 2012 is $65,186 and $4,353, respectively, of income taxes receivable from Lifeco U.S. related to the consolidated income tax return filed by the Company and certain subsidiaries. Included in the consolidated balance sheets at December 31, 2013 and 2012 is $7,736 and $12,585, respectively, of income taxes receivable in other assets primarily related to the separate state income tax returns filed by certain subsidiaries.

18. Segment Information

The Company has three reportable segments: Individual Markets, Retirement Services and Other.


58

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


Individual Markets

The Individual Markets reporting and operating segment distributes life insurance and individual annuity products to both individuals and businesses through various distribution channels. Life insurance products in-force include participating and non-participating term life, whole life, universal life and variable universal life.

Retirement Services

The Retirement Services reporting and operating segment provides various retirement plan products and investment options as well as comprehensive administrative and record-keeping services for financial institutions and employers, which include educational, advisory, enrollment and communication services for employer-sponsored defined contribution plans and associated defined benefit plans.

Other

The Company’s Other reporting segment is substantially comprised of activity under the assumption of reinsurance between GWSC and CLAC (“the GWSC operating segment”), corporate items not directly allocated to the other operating segments and interest expense on long-term debt.

The accounting principles used to determine segment results are the same as those used in the consolidated financial statements. The Company evaluates performance of its reportable segments based on their profitability from operations after income taxes. Inter-segment transactions and balances have been eliminated in consolidation. The Company’s operations are not materially dependent on one or a few customers, brokers or agents.

The following tables summarize segment financial information:

 
Year ended December 31, 2013
 
Individual
Markets
 
Retirement
Services
 
Other
 
Total
Revenue:
 
 
 
 
 
 
 
Premium income
$
354,202

 
$
3,954

 
$
105,937

 
$
464,093

Fee income
94,037

 
519,842

 
4,365

 
618,244

Other revenue
7,355

 

 

 
7,355

Net investment income
688,279

 
351,729

 
51,381

 
1,091,389

Realized investments gains (losses), net
19,071

 
(33,233
)
 
26

 
(14,136
)
Total revenues
1,162,944

 
842,292

 
161,709

 
2,166,945

Benefits and expenses:
 
 
 
 
 
 
 
Policyholder benefits
921,096

 
196,115

 
114,880

 
1,232,091

Operating expenses
142,141

 
538,209

 
66,971

 
747,321

Total benefits and expenses
1,063,237

 
734,324

 
181,851

 
1,979,412

Income (loss) before income taxes
99,707

 
107,968

 
(20,142
)
 
187,533

Income tax expense (benefit)
34,265

 
33,240

 
(8,714
)
 
58,791

Net income (loss)
$
65,442

 
$
74,728

 
$
(11,428
)
 
$
128,742



59

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


 
December 31, 2013
 
Individual
Markets
 
Retirement
Services
 
Other
 
Total
Assets:
 
 
 
 
 
 
 
Investments
$
14,563,978

 
$
10,370,421

 
$
1,582,024

 
$
26,516,423

Other assets
1,179,332

 
839,755

 
128,106

 
2,147,193

Separate account assets
6,321,135

 
20,309,769

 

 
26,630,904

Assets of continuing operations
$
22,064,445

 
$
31,519,945

 
$
1,710,130

 
55,294,520

Assets of discontinued operations
 
 
 
 
 
 
29,007

Total assets
 
 
 
 
 
 
$
55,323,527


 
Year ended December 31, 2012
 
Individual
Markets
 
Retirement
Services
 
Other
 
Total
Revenue:
 
 
 
 
 
 
 
Premium income
$
314,350

 
$
3,670

 
$
104,133

 
$
422,153

Fee income
74,985

 
456,052

 
4,786

 
535,823

Net investment income
729,885

 
414,114

 
47,552

 
1,191,551

Realized investments gains (losses), net
55,959

 
60,726

 
32

 
116,717

Total revenues
1,175,179

 
934,562

 
156,503

 
2,266,244

Benefits and expenses:
 
 
 
 
 
 
 
Policyholder benefits
882,726

 
204,296

 
111,288

 
1,198,310

Operating expenses
136,895

 
492,427

 
65,193

 
694,515

Total benefits and expenses
1,019,621

 
696,723

 
176,481

 
1,892,825

Income (loss) before income taxes
155,558

 
237,839

 
(19,978
)
 
373,419

Income tax expense (benefit)
50,869

 
78,150

 
6,286

 
135,305

Net income (loss)
$
104,689

 
$
159,689

 
$
(26,264
)
 
$
238,114


 
December 31, 2012
 
Individual
Markets
 
Retirement
Services
 
Other
 
Total
Assets:
 
 
 
 
 
 
 
Investments
$
14,797,517

 
$
9,761,036

 
$
1,551,823

 
$
26,110,376

Other assets
1,172,932

 
773,712

 
123,006

 
2,069,650

Separate account assets
6,363,214

 
18,242,312

 

 
24,605,526

Assets of continuing operations
$
22,333,663

 
$
28,777,060

 
$
1,674,829

 
52,785,552

Assets of discontinued operations
 
 
 
 
 
 
33,053

Total assets
 
 
 
 
 
 
$
52,818,605



60

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


 
Year ended December 31, 2011
 
Individual
Markets
 
Retirement
Services
 
Other
 
Total
Revenue:
 
 
 
 
 
 
 
Premium income
$
395,923

 
$
1,960

 
$
125,333

 
$
523,216

Fee income
65,487

 
416,405

 
4,903

 
486,795

Net investment income
714,228

 
399,222

 
45,036

 
1,158,486

Realized investments gains (losses), net
20,533

 
3,311

 
651

 
24,495

Total revenues
1,196,171

 
820,898

 
175,923

 
2,192,992

Benefits and expenses:
 
 
 
 
 
 
 
Policyholder benefits
937,885

 
222,642

 
103,435

 
1,263,962

Operating expenses
109,005

 
435,149

 
88,821

 
632,975

Total benefits and expenses
1,046,890

 
657,791

 
192,256

 
1,896,937

Income (loss) before income taxes
149,281

 
163,107

 
(16,333
)
 
296,055

Income tax expense (benefit)
49,221

 
50,869

 
(6,272
)
 
93,818

Net income (loss)
$
100,060

 
$
112,238

 
$
(10,061
)
 
$
202,237


19. Share-Based Compensation

Equity Awards

Lifeco, of which the Company is an indirect wholly-owned subsidiary, maintains the Great-West Lifeco Inc. Stock Option Plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. Options are granted with exercise prices not less than the average market price of the shares on the five days preceding the date of the grant. The Lifeco plan provides for the granting of options with varying terms and vesting requirements with vesting commencing on the first anniversary of the grant, exercisable within 10 years from the date of grant.

Termination of employment prior to the vesting of the options results in the forfeiture of the unvested options, unless otherwise determined by Lifeco’s Compensation Committee. At its discretion the Compensation Committee may vest the unvested options of retiring option holders, with the options exercisable within five years from the date of retirement. In such event, the Company accelerates the recognition period to the date of retirement for any unrecognized share-based compensation cost related thereto and recognizes it in its earnings at that time.
Liability Awards
The Company maintains a Performance Share Unit Plan (“PSU plan”) for senior executives of the Company. Under the PSU plan, “performance share units” are granted to certain senior executives of the Company. Each performance unit has a value equal to one share of Lifeco common stock and is subject to adjustment for cash dividends paid to Lifeco stockholders, company earnings results as well as stock dividends and splits, consolidations and the like that affect shares of Lifeco common stock outstanding.
If the performance share units vest, they are payable in cash equal to the average closing price of Lifeco common stock for the twenty trading days prior to the date following the last day of the three-year performance period. The estimated fair value of the performance unit is based on the average closing price of Lifeco common stock for the twenty trading days prior to the grant. The performance share units generally vest in their entirety at the end of the three-year performance period based on continued service. The PSU plan contains a provision that permits all unvested performance share units to become vested upon death or retirement.
Performance share units are settled in cash and are recorded as liabilities until payout is made. Unlike share-settled awards, which have a fixed grant-date fair value, the fair value of unsettled or unvested liabilities awards is remeasured at the end of each reporting period based on the change in fair value of one share of Lifeco common stock. The liability and corresponding expense are adjusted accordingly until the award is settled.
Compensation Expense Related to Stock-Based Compensation


61

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


The compensation expense related to stock-based compensation was as follows:

 
Year Ended December 31,
 
2013
 
2012
 
2011
Lifeco Stock Plan
$
2,579

 
$
2,314

 
$
1,786

Performance Share Unit Plan
6,860

 
3,658

 
1,161

Total compensation expense
$
9,439

 
$
5,972

 
$
2,947

Income tax benefits
$
2,732

 
$
1,729

 
$
752


The following table presents the total unrecognized compensation expense related to stock-based compensation at December 31, 2013 and the expected weighted average period over which these expenses will be recognized:

 
Expense
 
Weighted average period (years)
Lifeco Stock Plan
$
3,058

 
         1.7
Performance Share Unit Plan
5,482

 
         1.3

Equity Award Activity

During the year ended December 31, 2013, Lifeco granted 591,400 stock options to employees of the Company. These stock options vest over five-year periods ending in March 2018. Compensation expense of $2,697 will be recognized in the Company’s financial statements over the vesting period of these stock options using the accelerated method of recognition.

The following table summarizes the status of, and changes in, the Lifeco plan options granted to Company employees which are outstanding. The options granted relate to underlying stock traded in Canadian dollars on the Toronto Stock Exchange; therefore, the amounts, which are presented in United States dollars, will fluctuate as a result of exchange rate fluctuations.

 
 
 
Weighted average
 
Shares
under option
 
Exercise
price
(Whole dollars)
 
Remaining
contractual
term(Years)
 
Aggregate
intrinsic
value (1)
Outstanding, January 1, 2013
3,282,160
 
$
28.42

 
 
 
 
Granted
591,400
 
25.51

 
 
 
 
Exercised
(426,260)
 
26.01

 
 
 
 
Cancelled and Expired
(69,080)
 
25.45

 
 
 
 
Outstanding, December 31, 2013
3,378,220
 
26.49

 
6.3
 
$
16,180

 
 
 
 
 
 
 
 
Vested and expected to vest, December 31, 2013
3,367,096
 
$
26.49

 
6.3
 
$
16,121

 
 
 
 
 
 
 
 
Exercisable, December 31, 2013
1,543,513
 
$
27.9

 
4.8
 
$
5,626


(1) The aggregate intrinsic value is calculated as the difference between the market price of Lifeco common shares on December 31, 2013 and the exercise price of the option (only if the result is positive) multiplied by the number of options.

The following table presents additional information regarding stock options under the Lifeco plan:

62

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


 
Year Ended December 31,
 
2013
 
2012
 
2011
Weighted average fair value of options granted
$
4.56

 
$
3.47

 
$
4.49

Intrinsic value of options exercised (1)
1,437

 
1,397

 
1,197

Fair value of options vested
1,843

 
1,740

 
1,541


(1) The intrinsic value of options exercised is calculated as the difference between the market price of Lifeco common shares on the date of exercise and the exercise price of the option multiplied by the number of options exercised.

The fair value of the options granted during was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions

 
Year Ended December 31,
 
2013
 
2012
 
2011
Dividend yield
4.53%
 
5.31%
 
4.59%
Expected volatility
26.73%
 
25.65%
 
25.22%
Risk free interest rate
1.38%
 
1.52%
 
2.62%
Expected duration (years)
6.0
 
6.0
 
5.5

Liability Award Activity

The following table summarizes the status of, and changes in, the Performance Share Unit Plan units granted to Company employees which are outstanding:

 
Performance Units
Outstanding, December 31, 2012
375,308

Granted
184,314

Forfeited
(4,184
)
Outstanding, December 31, 2013
555,438

 
 
Vested and expected to vest, December 31, 2013
555,438


20. Commitments and Contingencies

Commitments

The following table summarizes the Company’s future purchase obligations and commitments:

 
 
Payment due by period
 
 
 
 
 
 
 
 
 
 
 
 
 
Less than
one year
 
One to
three years
 
Three to
five years
 
More than
five years
 
Total
Related party long-term debt - principal (1)
 

 

 

 
528,400

 
528,400

Related party long-term debt - interest (2)
 
37,031

 
74,062

 
74,062

 
864,038

 
1,049,193

Investment purchase obligations (3)
 
196,933

 

 

 

 
196,933

Operating leases (4)
 
5,361

 
7,221

 
3,765

 
4,555

 
20,902

Other liabilities (5)
 
45,819

 
58,308

 
58,250

 
52,506

 
214,883

Total
 
$
285,144

 
$
139,591

 
$
136,077

 
$
1,449,499

 
$
2,010,311


63

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




(1) Related party long-term debt principal - Represents contractual maturities of principal due to the Company’s parent, GWL&A Financial, under the terms of two long-term surplus notes. The amounts shown in this table differ from the amounts included in the Company’s consolidated balance sheet because the amounts shown above do not consider the discount upon the issuance of one of the surplus notes.

(2) Related party long-term debt interest - One long-term surplus note bears interest at a fixed rate through maturity. The second surplus note bears interest initially at a fixed rate that will change in the future based upon the then current three-month London Interbank Offering Rate. The interest payments shown in this table are calculated based upon the contractual rates in effect on December 31, 2013 and do not consider the impact of future interest rate changes.

(3) Investment purchase obligations - The Company makes commitments to fund partnership interests, mortgage loans on real estate and other investments in the normal course of its business. As the timing of the fulfillment of the commitment to fund partnership interests cannot be predicted, such obligations are presented in the less than one year category. The timing of the funding of mortgage loans on real estate is based on the expiration date of the commitment. The amounts of these unfunded commitments at December 31, 2013 and 2012 were $196,933 and $127,255, of which $7,498 and $11,031 was related to cost basis limited partnership interests, respectively, all of which is due within one year from the dates indicated.

(4) Operating leases - The Company is obligated to make payments under various non-cancelable operating leases, primarily for office space. Contractual provisions exist that could increase the lease obligations presented, including operating expense escalation clauses. Management does not consider the impact of any such clauses to be material to the Company’s operating lease obligations. The Company incurred rent expense, net of sublease income, of $5,439, $5,764 and $5,645 for the years ended December 31, 2013, 2012 and 2011, respectively and is recorded in general insurance expense. The Company’s total future operating lease obligation will be reduced by minimum reimbursement of $10,905 due in the future under non-cancelable agreements.

From time to time, the Company enters into agreements or contracts, including capital leases, to purchase goods or services in the normal course of its business. However, these agreements and contracts are not material and are excluded from the table above.

(5) Other liabilities - Other liabilities include those other liabilities which represent contractual obligations not included elsewhere in the table above. If the timing of the payment of any other liabilities was sufficiently uncertain, the amounts were included in the less than one year category. Other liabilities presented in the table above include:

Expected contributions to the Company’s defined benefit pension plan and benefit payments for the Post-Retirement Medical Plan and Supplemental Executive Retirement Plan through 2023.
Miscellaneous purchase obligations to acquire goods and services.
Unrecognized tax benefits

The Company has a revolving credit facility agreement in the amount of $50,000 for general corporate purposes. The credit facility expires on March 1, 2018. Interest accrues at a rate dependent on various conditions and terms of borrowings. The agreement requires, among other things, the Company to maintain a minimum adjusted net worth, as defined, of $1,147,500 plus 50% of its net income, if positive and as defined in the credit facility agreement (both compiled on the unconsolidated statutory accounting basis prescribed by the NAIC), for each quarter ending after December 31, 2012. The Company was in compliance with all covenants at December 31, 2013 and 2012. At December 31, 2013 and 2012 there were no outstanding amounts related to the current and prior credit facilities.

Contingencies

The Company is involved in various legal proceedings that arise in the ordinary course of its business. In the opinion of management, after consultation with counsel, the resolutions of these proceedings are not expected to have a material effect on the Company’s consolidated financial position, results of its operations or cash flows.


64

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


21. Subsequent Event

On February 6, 2014, the Company’s Board of Directors declared dividends of $50,000 and $42,800, payable on March 14 and March 31, 2014, respectively, to its sole shareholder, GWL&A Financial.

65


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Schedule III
Supplemental Insurance Information
(In Thousands)
 
 
As of and for the year ended December 31, 2013
 
 
Individual
Markets
Segment
 
Retirement
Services
Segment
 
Other
Segment
 
Total
Deferred acquisition costs
 
$
238,150

 
$
75,921

 
$

 
$
314,071

Future policy benefits, losses, claims and expenses
 
13,945,756

 
10,229,678

 
390,784

 
24,566,218

Unearned premium reserves
 
42,937

 

 

 
42,937

Other policy claims and benefits payable
 
740,056

 
499

 
23,968

 
764,523

Premium income
 
354,202

 
3,954

 
105,937

 
464,093

Net investment income
 
688,279

 
351,729

 
51,381

 
1,091,389

Benefits, claims, losses and settlement expenses
 
921,096

 
196,115

 
114,880

 
1,232,091

Amortization of deferred acquisition costs
 
34,650

 
20,840

 

 
55,490

Other operating expenses
 
107,491

 
517,369

 
66,971

 
691,831

 
 
 
As of and for the year ended December 31, 2012
 
 
Individual
Markets
Segment
 
Retirement
Services
Segment
 
Other
Segment
 
Total
Deferred acquisition costs
 
$
118,490

 
$
53,926

 
$

 
$
172,416

Future policy benefits, losses, claims and expenses
 
13,593,217

 
9,491,094

 
369,300

 
23,453,611

Unearned premium reserves
 
27,007

 

 

 
27,007

Other policy claims and benefits payable
 
744,504

 
476

 
24,711

 
769,691

Premium income
 
314,350

 
3,670

 
104,133

 
422,153

Net investment income
 
729,885

 
414,114

 
47,552

 
1,191,551

Benefits, claims, losses and settlement expenses
 
882,726

 
204,296

 
111,288

 
1,198,310

Amortization of deferred acquisition costs
 
28,926

 
22,508

 

 
51,434

Other operating expenses
 
107,969

 
469,919

 
65,193

 
643,081

 
 
 
Year Ended December 31, 2011
 
 
Individual
Markets
Segment
 
Retirement
Services
Segment
 
Other
Segment
 
Total
Premium income
 
$
395,923

 
$
1,960

 
$
125,333

 
$
523,216

Net investment income
 
714,228

 
399,222

 
45,036

 
1,158,486

Benefits, claims, losses and settlement expenses
 
937,885

 
222,643

 
103,434

 
1,263,962

Amortization of deferred acquisition costs
 
10,497

 
14,687

 

 
25,184

Other operating expenses
 
98,509

 
420,461

 
88,821

 
607,791


66
 










COLI VUL-2 Series Account
of Great-West Life &
Annuity Insurance
Company
Financial Statements for the Years Ended
December 31, 2013 and 2012
and Report of Independent Registered Public
Accounting Firm






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Contract Owners of
COLI VUL-2 Series Account
and the Board of Directors of
Great-West Life & Annuity Insurance Company
We have audited the accompanying statements of assets and liabilities of each of the investment divisions which comprise COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company (the “Series Account”) as listed in Appendix A as of December 31, 2013, 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, 2013, by correspondence with the mutual fund companies. 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 COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company as of December 31, 2013, 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 8, 2014











COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY

APPENDIX A

ALGER SMALL CAP GROWTH PORTFOLIO
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
AMERICAN CENTURY INVESTMENTS VP ULTRA FUND
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
AMERICAN CENTURY INVESTMENTS VP VISTA FUND
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
AMERICAN FUNDS IS GROWTH FUND
AMERICAN FUNDS IS INTERNATIONAL FUND
AMERICAN FUNDS IS NEW WORLD FUND
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
DAVIS FINANCIAL PORTFOLIO
DAVIS VALUE PORTFOLIO
DREYFUS IP MIDCAP STOCK PORTFOLIO
DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO
DREYFUS STOCK INDEX FUND
DREYFUS VIF APPRECIATION PORTFOLIO
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
DWS GLOBAL SMALL CAP GROWTH VIP
DWS HIGH INCOME VIP
DWS LARGE CAP VALUE VIP
DWS SMALL CAP INDEX VIP
DWS SMALL MID CAP VALUE VIP
FEDERATED HIGH INCOME BOND FUND II
FEDERATED KAUFMANN FUND II
FIDELITY VIP CONTRAFUND PORTFOLIO
FIDELITY VIP GROWTH PORTFOLIO
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO
FIDELITY VIP MID CAP PORTFOLIO
GREAT-WEST AGGRESSIVE PROFILE I FUND
GREAT-WEST ARIEL MIDCAP VALUE FUND
GREAT-WEST ARIEL SMALL-CAP VALUE PORTFOLIO






COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A (Continued)

GREAT-WEST BOND INDEX FUND
GREAT-WEST CONSERVATIVE PROFILE I FUND
GREAT-WEST INVESCO ADR PORTFOLIO
GREAT-WEST LIFETIME 2015 FUND II
GREAT-WEST LIFETIME 2025 FUND II
GREAT-WEST LIFETIME 2045 FUND II
GREAT-WEST LOOMIS SAYLES BOND FUND
GREAT-WEST LOOMIS SAYLES SMALL-CAP VALUE FUND
GREAT-WEST MFS INTERNATIONAL VALUE FUND
GREAT-WEST MODERATE PROFILE I FUND
GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND
GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND
GREAT-WEST MONEY MARKET FUND
GREAT-WEST MULTI-MANAGER LARGE CAP GROWTH FUND
GREAT-WEST SHORT DURATION BOND FUND
GREAT-WEST SMALL-CAP GROWTH FUND
GREAT-WEST T. ROWE PRICE EQUITY/INCOME FUND
GREAT-WEST T. ROWE PRICE MIDCAP GROWTH FUND
GREAT-WEST TEMPLETON GLOBAL BOND FUND
GREAT-WEST U.S. GOVERNMENT MORTGAGE SECURITIES FUND
INVESCO V.I. CORE EQUITY FUND
INVESCO V.I. DIVERSIFIED DIVIDEND FUND
INVESCO V.I. GLOBAL HEALTH CARE FUND
INVESCO V.I. GLOBAL REAL ESTATE FUND
INVESCO V.I. INTERNATIONAL GROWTH FUND
INVESCO V.I. MID CAP CORE EQUITY FUND
INVESCO V.I. TECHNOLOGY FUND
JANUS ASPEN BALANCED PORTFOLIO
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
JANUS ASPEN FORTY PORTFOLIO
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
JANUS ASPEN OVERSEAS PORTFOLIO






COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY

APPENDIX A (Concluded)

JANUS ASPEN WORLDWIDE PORTFOLIO
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
NEUBERGER BERMAN AMT MID CAP PORTFOLIO
NEUBERGER BERMAN AMT SMALL CAP GROWTH PORTFOLIO
NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO
PIMCO VIT HIGH YIELD PORTFOLIO
PIMCO VIT LOW DURATION PORTFOLIO
PIMCO VIT REAL RETURN PORTFOLIO
PIMCO VIT TOTAL RETURN PORTFOLIO
PUTNAM VT EQUITY INCOME FUND
PUTNAM VT GLOBAL HEALTH CARE FUND
PUTNAM VT HIGH YIELD FUND
PUTNAM VT INTERNATIONAL GROWTH FUND
ROYCE CAPITAL FUND - MICRO-CAP PORTFOLIO
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
VAN ECK VIP EMERGING MARKETS FUND
VAN ECK VIP GLOBAL HARD ASSETS FUND








COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
ALGER SMALL CAP GROWTH PORTFOLIO
 
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
 
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
 
AMERICAN CENTURY INVESTMENTS VP ULTRA FUND
 
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
 
AMERICAN CENTURY INVESTMENTS VP VISTA FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
446,243

 
$
25,234

 
$
556,152

 
$
35,997

 
$
718,792

 
$
127,578

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
 
 
 
 
 
 
31,656

 
 
 
 
 
Purchase payments receivable
 
13,997

 
 
 
 
 
 
 
146

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
460,240

 
25,234

 
556,152

 
67,653

 
718,938

 
127,578

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
13,997

 
 
 
 
 
 
 
137

 
 
 
Redemptions payable
 
 
 
 
 
 
 
31,656

 
9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
13,997

 
 
 
 
 
31,656

 
146

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
446,243

 
$
25,234

 
$
556,152

 
$
35,997

 
$
718,792

 
$
127,578

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
446,243

 
$
25,234

 
$
556,152

 
$
35,997

 
$
718,792

 
$
127,578

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
3,630

 
1,507

 
45,439

 
1,908

 
23,329

 
6,760

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
122.93

 
$
16.74

 
$
12.24

 
$
18.87

 
$
30.81

 
$
18.87

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
413,819

 
$
19,487

 
$
380,271

 
$
32,990

 
$
498,394

 
$
97,250

 
Shares of investments:
 
13,672

 
2,752

 
51,783

 
2,445

 
85,064

 
5,633

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






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
 
AMERICAN FUNDS IS GROWTH FUND
 
AMERICAN FUNDS IS INTERNATIONAL FUND
 
AMERICAN FUNDS IS NEW WORLD FUND
 
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
 
DAVIS FINANCIAL PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
114,270

 
$
2,332,190

 
$
1,860,123

 
$
982,803

 
$
271,038

 
$
31,771

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
 
 
 
 
61,905

 
47

 
10

 
 
 
Purchase payments receivable
 
 
 
920

 
230

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
114,270

 
2,333,110

 
1,922,258

 
982,850

 
271,048

 
31,771

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
916

 
 
 
 
 
 
 
 
 
Redemptions payable
 
 
 
4

 
62,135

 
47

 
10

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
 
 
920

 
62,135

 
47

 
10

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
114,270

 
$
2,332,190

 
$
1,860,123

 
$
982,803

 
$
271,038

 
$
31,771

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
114,270

 
$
2,332,190

 
$
1,860,123

 
$
982,803

 
$
271,038

 
$
31,771

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
9,385

 
155,017

 
163,801

 
52,341

 
12,129

 
2,071

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
12.18

 
$
15.04

 
$
11.36

 
$
18.78

 
$
22.35

 
$
15.34

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
91,007

 
$
1,812,733

 
$
1,546,307

 
$
907,747

 
$
207,527

 
$
25,344

 
Shares of investments:
 
4,526

 
29,923

 
87,949

 
39,502

 
13,247

 
2,107

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
DAVIS VALUE PORTFOLIO
 
DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO
 
DREYFUS STOCK INDEX FUND
 
DREYFUS VIF APPRECIATION PORTFOLIO
 
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
 
DWS GLOBAL SMALL CAP GROWTH VIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
294,201

 
$
28,610

 
$
17,779,535

 
$
752,500

 
$
126,030

 
$
80,109

 
Investment income due and accrued
 
 
 
 
 
79,942

 
3,123

 
 
 
 
 
Receivable for investments sold
 
 
 
 
 
60,970

 
 
 
 
 
 
 
Purchase payments receivable
 
 
 
 
 
930

 
 
 
113

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
294,201

 
28,610

 
17,921,377

 
755,623

 
126,143

 
80,109

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
 
 
 
 
 
 
103

 
 
 
Redemptions payable
 
 
 
 
 
61,900

 
 
 
10

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
 
 
 
 
61,900

 
 
 
113

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
294,201

 
$
28,610

 
$
17,859,477

 
$
755,623

 
$
126,030

 
$
80,109

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
294,201

 
$
28,610

 
$
17,859,477

 
$
755,623

 
$
126,030

 
$
80,109

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
17,239

 
1,212

 
1,125,051

 
9,780

 
6,266

 
3,787

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
17.07

 
$
23.61

 
$
15.87

 
$
77.26

 
$
20.11

 
$
21.15

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
250,280

 
$
22,300

 
$
14,583,003

 
$
558,516

 
$
110,771

 
$
66,639

 
Shares of investments:
 
21,825

 
1,557

 
435,346

 
15,693

 
6,537

 
4,628

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
DWS HIGH INCOME VIP
 
DWS LARGE CAP VALUE VIP
 
DWS SMALL CAP INDEX VIP
 
DWS SMALL MID CAP VALUE VIP
 
FEDERATED HIGH INCOME BOND FUND II
 
FEDERATED KAUFMANN FUND II
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
79,854

 
$
145,840

 
$
2,481,398

 
$
1,816,532

 
$
26,725

 
$
28,946

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
 
 
 
 
28,896

 
62,683

 
 
 
264

 
Purchase payments receivable
 
125

 
 
 
125

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
79,979

 
145,840

 
2,510,419

 
1,879,215

 
26,725

 
29,210

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
117

 
 
 
 
 
 
 
 
 
 
 
Redemptions payable
 
8

 
 
 
29,021

 
62,683

 
 
 
264

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
125

 
 
 
29,021

 
62,683

 
 
 
264

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
79,854

 
$
145,840

 
$
2,481,398

 
$
1,816,532

 
$
26,725

 
$
28,946

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
79,854

 
$
145,840

 
$
2,481,398

 
$
1,816,532

 
$
26,725

 
$
28,946

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
5,115

 
10,953

 
140,234

 
91,772

 
1,074

 
1,751

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
15.61

 
$
13.32

 
$
17.69

 
$
19.79

 
$
24.88

 
$
16.53

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
77,944

 
$
124,432

 
$
2,004,111

 
$
1,419,712

 
$
24,057

 
$
22,440

 
Shares of investments:
 
11,473

 
9,132

 
140,271

 
106,354

 
3,738

 
1,506

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
FIDELITY VIP CONTRAFUND PORTFOLIO
 
FIDELITY VIP GROWTH PORTFOLIO
 
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO
 
FIDELITY VIP MID CAP PORTFOLIO
 
GREAT-WEST AGGRESSIVE PROFILE I FUND
 
GREAT-WEST ARIEL MIDCAP VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
3,021,647

 
$
996,193

 
$
587,808

 
$
894,551

 
$
452,929

 
$
1,302,395

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
 
 
1,325

 
 
 
 
 
23,475

 
4,659

 
Purchase payments receivable
 
948

 
 
 
 
 
1,475

 
180

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
3,022,595

 
997,518

 
587,808

 
896,026

 
476,584

 
1,307,054

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
43

 
 
 
 
 
1,457

 
 
 
 
 
Redemptions payable
 
905

 
1,325

 
 
 
18

 
23,655

 
4,659

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
948

 
1,325

 
 
 
1,475

 
23,655

 
4,659

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
3,021,647

 
$
996,193

 
$
587,808

 
$
894,551

 
$
452,929

 
$
1,302,395

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
3,021,647

 
$
996,193

 
$
587,808

 
$
894,551

 
$
452,929

 
$
1,302,395

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
126,404

 
68,818

 
30,801

 
22,844

 
23,057

 
32,782

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
23.9

 
$
14.48

 
$
19.08

 
$
39.16

 
$
19.64

 
$
39.73

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
2,352,574

 
$
732,795

 
$
627,490

 
$
786,349

 
$
399,331

 
$
1,206,778

 
Shares of investments:
 
89,477

 
17,610

 
48,619

 
25,128

 
41,213

 
761,634

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST BOND INDEX FUND
 
GREAT-WEST CONSERVATIVE PROFILE I FUND
 
GREAT-WEST LIFETIME 2025 FUND II
 
GREAT-WEST LIFETIME 2045 FUND II
 
GREAT-WEST LOOMIS SAYLES BOND FUND
 
GREAT-WEST LOOMIS SAYLES SMALL-CAP VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
1,756,772

 
$
446,159

 
$
110,250

 
$
3,145

 
$
2,419,528

 
$
536,764

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
113

 
347

 
 
 
 
 
561

 
 
 
Purchase payments receivable
 
 
 
196

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
1,756,885

 
446,702

 
110,250

 
3,145

 
2,420,089

 
536,764

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemptions payable
 
113

 
543

 
 
 
 
 
561

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
113

 
543

 
 
 
 
 
561

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
1,756,772

 
$
446,159

 
$
110,250

 
$
3,145

 
$
2,419,528

 
$
536,764

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
1,756,772

 
$
446,159

 
$
110,250

 
$
3,145

 
$
2,419,528

 
$
536,764

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
137,017

 
21,846

 
7,298

 
192

 
70,584

 
17,912

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
12.82

 
$
20.42

 
$
15.11

 
$
16.38

 
$
34.28

 
$
29.97

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
1,840,044

 
$
441,655

 
$
101,289

 
$
2,631

 
$
2,359,893

 
$
470,415

 
Shares of investments:
 
132,587

 
52,428

 
7,196

 
180

 
176,350

 
19,469

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST MFS INTERNATIONAL VALUE FUND
 
GREAT-WEST MODERATE PROFILE I FUND
 
GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND
 
GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND
 
GREAT-WEST MONEY MARKET FUND
 
GREAT-WEST MULTI-MANAGER LARGE CAP GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
3,499,727

 
$
235,020

 
$
237,344

 
$
294,620

 
$
9,459,246

 
$
113,181

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
 
 
43,060

 
21,495

 
41,387

 
 
 
 
 
Purchase payments receivable
 
945

 
87

 
850

 
375

 
530,902

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
3,500,672

 
278,167

 
259,689

 
336,382

 
9,990,148

 
113,181

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
872

 
 
 
 
 
 
 
530,751

 
 
 
Redemptions payable
 
73

 
43,147

 
22,345

 
41,762

 
151

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
945

 
43,147

 
22,345

 
41,762

 
530,902

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
3,499,727

 
$
235,020

 
$
237,344

 
$
294,620

 
$
9,459,246

 
$
113,181

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
3,499,727

 
$
235,020

 
$
237,344

 
$
294,620

 
$
9,459,246

 
$
113,181

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
359,106

 
11,455

 
11,767

 
14,578

 
726,943

 
5,636

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
9.75

 
$
20.52

 
$
20.17

 
$
20.21

 
$
13.01

 
$
20.08

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
2,963,447

 
$
227,280

 
$
219,211

 
$
282,987

 
$
9,459,246

 
$
114,691

 
Shares of investments:
 
315,007

 
25,082

 
23,315

 
32,591

 
9,459,246

 
13,191

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST SHORT DURATION BOND FUND
 
GREAT-WEST SMALL-CAP GROWTH FUND
 
GREAT-WEST T. ROWE PRICE EQUITY/INCOME FUND
 
GREAT-WEST T. ROWE PRICE MIDCAP GROWTH FUND
 
GREAT-WEST TEMPLETON GLOBAL BOND FUND
 
GREAT-WEST U.S. GOVERNMENT MORTGAGE SECURITIES FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
5,492,023

 
$
60,161

 
$
2,357,852

 
$
3,248,192

 
$
3,336,310

 
$
3,871,499

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
 
 
 
 
773

 
53,351

 
 
 
26,904

 
Purchase payments receivable
 
 
 
 
 
754

 
 
 
148

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
5,492,023

 
60,161

 
2,359,379

 
3,301,543

 
3,336,458

 
3,898,403

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
 
 
 
 
 
 
148

 
 
 
Redemptions payable
 
 
 
 
 
1,527

 
53,351

 
 
 
26,904

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
 
 
 
 
1,527

 
53,351

 
148

 
26,904

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
5,492,023

 
$
60,161

 
$
2,357,852

 
$
3,248,192

 
$
3,336,310

 
$
3,871,499

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
5,492,023

 
$
60,161

 
$
2,357,852

 
$
3,248,192

 
$
3,336,310

 
$
3,871,499

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
412,682

 
4,847

 
110,092

 
118,688

 
235,958

 
193,173

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
13.31

 
$
12.41

 
$
21.42

 
$
27.37

 
$
14.14

 
$
20.04

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
5,463,729

 
$
56,148

 
$
2,054,001

 
$
2,761,116

 
$
3,384,506

 
$
4,047,011

 
Shares of investments:
 
529,607

 
2,760

 
119,144

 
147,444

 
348,258

 
328,093

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. CORE EQUITY FUND
 
INVESCO V.I. DIVERSIFIED DIVIDEND FUND
 
INVESCO V.I. GLOBAL HEALTH CARE FUND
 
INVESCO V.I. GLOBAL REAL ESTATE FUND
 
INVESCO V.I. INTERNATIONAL GROWTH FUND
 
INVESCO V.I. MID CAP CORE EQUITY FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
836,690

 
$
13,407

 
$
74,126

 
$
1,145,662

 
$
2,993,736

 
$
322,246

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
 
 
119

 
 
 
27,643

 
 
 
 
 
Purchase payments receivable
 
 
 
 
 
503

 
 
 
897

 
6,926

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
836,690

 
13,526

 
74,629

 
1,173,305

 
2,994,633

 
329,172

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
 
 
503

 
 
 
897

 
6,917

 
Redemptions payable
 
 
 
119

 
 
 
27,643

 
 
 
9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
 
 
119

 
503

 
27,643

 
897

 
6,926

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
836,690

 
$
13,407

 
$
74,126

 
$
1,145,662

 
$
2,993,736

 
$
322,246

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
836,690

 
$
13,407

 
$
74,126

 
$
1,145,662

 
$
2,993,736

 
$
322,246

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
45,152

 
1,396

 
3,081

 
37,920

 
200,361

 
16,566

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
18.53

 
$
9.6

 
$
24.06

 
$
30.21

 
$
14.94

 
$
19.45

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
579,720

 
$
12,297

 
$
56,786

 
$
1,175,537

 
$
2,579,106

 
$
277,252

 
Shares of investments:
 
21,772

 
641

 
2,528

 
74,929

 
84,760

 
21,298

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. TECHNOLOGY FUND
 
JANUS ASPEN BALANCED PORTFOLIO
 
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
 
JANUS ASPEN FORTY PORTFOLIO
 
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
 
JANUS ASPEN OVERSEAS PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
65,714

 
$
1,030,129

 
$
4,989,465

 
$
814,136

 
$
58,981

 
$
208,978

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
3,750

 
644

 
 
 
 
 
 
 
 
 
Purchase payments receivable
 
 
 
481

 
1,892

 
600

 
 
 
342

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
$
69,464

 
$
1,031,254

 
$
4,991,357

 
$
814,736

 
$
58,981

 
$
209,320

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
 
 
1,892

 
262

 
 
 
323

 
Redemptions payable
 
3,750

 
1,125

 
 
 
338

 
 
 
19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
3,750

 
1,125

 
1,892

 
600

 
 
 
342

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
65,714

 
$
1,030,129

 
$
4,989,465

 
$
814,136

 
$
58,981

 
$
208,978

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
65,714

 
$
1,030,129

 
$
4,989,465

 
$
814,136

 
$
58,981

 
$
208,978

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
4,228

 
45,359

 
209,415

 
29,634

 
2,701

 
7,104

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
15.54

 
$
22.71

 
$
23.83

 
$
27.47

 
$
21.84

 
$
29.42

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
57,305

 
$
938,949

 
$
5,120,086

 
$
658,844

 
$
41,780

 
$
189,424

 
Shares of investments:
 
3,384

 
34,031

 
422,121

 
15,263

 
7,193

 
4,973

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN WORLDWIDE PORTFOLIO
 
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO
 
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO
 
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
 
NEUBERGER BERMAN AMT MID CAP PORTFOLIO
 
NEUBERGER BERMAN AMT SMALL CAP GROWTH PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
314,315

 
$
105,384

 
$
29,179

 
$
697,762

 
$
282,727

 
$
41,795

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
1,252

 
 
 
 
 
 
 
 
 
418

 
Purchase payments receivable
 
 
 
 
 
 
 
 
 
 
 
154

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
315,567

 
105,384

 
29,179

 
697,762

 
282,727

 
42,367

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemptions payable
 
1,252

 
 
 
 
 
 
 
 
 
572

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
1,252

 
 
 
 
 
 
 
 
 
572

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
314,315

 
$
105,384

 
$
29,179

 
$
697,762

 
$
282,727

 
$
41,795

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
314,315

 
$
105,384

 
$
29,179

 
$
697,762

 
$
282,727

 
$
41,795

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
30,823

 
4,853

 
1,450

 
37,833

 
16,727

 
2,501

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
10.2

 
$
21.72

 
$
20.12

 
$
18.44

 
$
16.9

 
$
16.71

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
261,465

 
$
90,150

 
$
22,343

 
$
526,068

 
$
190,591

 
$
29,419

 
Shares of investments:
 
8,061

 
3,948

 
1,940

 
42,598

 
6,884

 
2,171

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO
 
PIMCO VIT HIGH YIELD PORTFOLIO
 
PIMCO VIT LOW DURATION PORTFOLIO
 
PIMCO VIT REAL RETURN PORTFOLIO
 
PIMCO VIT TOTAL RETURN PORTFOLIO
 
PUTNAM VT EQUITY INCOME FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
17,654

 
$
447,882

 
$
4,287,085

 
$
1,177,562

 
$
8,388,463

 
$
225,292

 
Investment income due and accrued
 
 
 
2,108

 
2,747

 
18,267

 
36,521

 
 
 
Receivable for investments sold
 
381

 
23,846

 
5,573

 
 
 
24,092

 
 
 
Purchase payments receivable
 
 
 
143

 
 
 
93

 
243

 
947

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
18,035

 
473,979

 
4,295,405

 
1,195,922

 
8,449,319

 
226,239

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
 
 
 
 
92

 
 
 
947

 
Redemptions payable
 
381

 
23,989

 
5,573

 
1

 
24,335

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
381

 
23,989

 
5,573

 
93

 
24,335

 
947

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
17,654

 
$
449,990

 
$
4,289,832

 
$
1,195,829

 
$
8,424,984

 
$
225,292

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
17,654

 
$
449,990

 
$
4,289,832

 
$
1,195,829

 
$
8,424,984

 
$
225,292

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
758

 
22,776

 
294,946

 
74,114

 
483,856

 
9,364

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
23.29

 
$
19.76

 
$
14.54

 
$
16.13

 
$
17.41

 
$
24.06

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
12,820

 
$
445,097

 
$
4,349,641

 
$
1,318,875

 
$
8,698,635

 
$
168,925

 
Shares of investments:
 
813

 
55,500

 
404,061

 
93,457

 
763,977

 
10,963

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
PUTNAM VT HIGH YIELD FUND
 
PUTNAM VT INTERNATIONAL GROWTH FUND
 
ROYCE CAPITAL FUND - MICRO-CAP PORTFOLIO
 
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
 
VAN ECK VIP EMERGING MARKETS FUND
 
VAN ECK VIP GLOBAL HARD ASSETS FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments at fair value (1)
 
$
118,161

 
$
31,068

 
$
225,974

 
$
1,041,854

 
$
32,914

 
$
641,139

 
Investment income due and accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
Receivable for investments sold
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments receivable
 
 
 
112

 
 
 
 
 
 
 
202

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total assets
 
118,161

 
31,180

 
225,974

 
1,041,854

 
32,914

 
641,341

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Payable for investments purchased
 
 
 
102

 
 
 
 
 
 
 
202

 
Redemptions payable
 
 
 
10

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total liabilities
 
 
 
112

 
 
 
 
 
 
 
202

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS
 
$
118,161

 
$
31,068

 
$
225,974

 
$
1,041,854

 
$
32,914

 
$
641,139

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS REPRESENTED BY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulation units
 
$
118,161

 
$
31,068

 
$
225,974

 
$
1,041,854

 
$
32,914

 
$
641,139

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACCUMULATION UNITS OUTSTANDING
 
6,065

 
1,547

 
16,130

 
60,304

 
802

 
8,710

 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT VALUE (ACCUMULATION)
 
$
19.48

 
$
20.08

 
$
14.01

 
$
17.28

 
$
41.04

 
$
73.61

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Cost of investments:
 
$
115,587

 
$
24,183

 
$
193,784

 
$
830,270

 
$
28,027

 
$
603,896

 
Shares of investments:
 
16,572

 
1,550

 
17,765

 
75,826

 
2,209

 
20,425

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








COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
ALGER SMALL CAP GROWTH PORTFOLIO
 
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
 
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
 
AMERICAN CENTURY INVESTMENTS VP ULTRA FUND
 
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
 
AMERICAN CENTURY INVESTMENTS VP VISTA FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
 
$
543

 
$
8,959

 
$
97

 
$
10,449

 
$
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
 
 
543

 
8,959

 
97

 
10,449

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
(1,794)

 
(330)

 
(1,701)

 
9,986

 
20,845

 
2,557

 
Realized gain distributions
 
51,831

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
50,037

 
(330)

 
(1,701)

 
9,986

 
20,845

 
2,557

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
47,102

 
7,288

 
99,165

 
2,635

 
140,649

 
25,973

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain on investments
 
97,139

 
6,958

 
97,464

 
12,621

 
161,494

 
28,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
97,139

 
$
7,501

 
$
106,423

 
$
12,718

 
$
171,943

 
$
28,530

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
 
AMERICAN FUNDS IS GROWTH FUND
 
AMERICAN FUNDS IS INTERNATIONAL FUND
 
AMERICAN FUNDS IS NEW WORLD FUND
 
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
 
DAVIS FINANCIAL PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
809

 
$
21,922

 
$
23,807

 
$
12,626

 
$
2,335

 
$
168

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
809

 
21,922

 
23,807

 
12,626

 
2,335

 
168

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on sale of fund shares
 
4,918

 
611,466

 
51,619

 
7,593

 
8,612

 
2,753

 
Realized gain distributions
 
 
 
 
 
 
 
3,858

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on investments
 
4,918

 
611,466

 
51,619

 
11,451

 
8,612

 
2,753

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
18,161

 
105,958

 
269,981

 
68,508

 
56,463

 
4,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain on investments
 
23,079

 
717,424

 
321,600

 
79,959

 
65,075

 
7,283

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
23,888

 
$
739,346

 
$
345,407

 
$
92,585

 
$
67,410

 
$
7,451

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
DAVIS VALUE PORTFOLIO
 
DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO
 
DREYFUS STOCK INDEX FUND
 
DREYFUS VIF APPRECIATION PORTFOLIO
 
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
 
DWS GLOBAL SMALL CAP GROWTH VIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
2,340

 
$
 
$
286,097

 
$
13,603

 
$
836

 
$
388

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
2,340

 
 
 
286,097

 
13,603

 
836

 
388

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on sale of fund shares
 
2,349

 
5,215

 
564,468

 
3,306

 
3,066

 
7,453

 
Realized gain distributions
 
19,790

 
 
 
166,265

 
1,607

 
 
 
4,124

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on investments
 
22,139

 
5,215

 
730,733

 
4,913

 
3,066

 
11,577

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
54,519

 
3,549

 
2,923,888

 
114,760

 
9,273

 
8,502

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain on investments
 
76,658

 
8,764

 
3,654,621

 
119,673

 
12,339

 
20,079

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
78,998

 
$
8,764

 
$
3,940,718

 
$
133,276

 
$
13,175

 
$
20,467

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
DWS HIGH INCOME VIP
 
DWS LARGE CAP VALUE VIP
 
DWS SMALL CAP INDEX VIP
 
DWS SMALL MID CAP VALUE VIP
 
FEDERATED HIGH INCOME BOND FUND II
 
FEDERATED KAUFMANN FUND II
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
4,108

 
$
2,187

 
$
32,140

 
$
16,556

 
$
3,199

 
$
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
4,108

 
2,187

 
32,140

 
16,556

 
3,199

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on sale of fund shares
 
15

 
23,305

 
33,846

 
231,299

 
7,016

 
3,238

 
Realized gain distributions
 
 
 
 
 
77,262

 
 
 
 
 
3,526

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on investments
 
15

 
23,305

 
111,108

 
231,299

 
7,016

 
6,764

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
514

 
9,609

 
462,192

 
235,793

 
(7,971)

 
5,401

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
529

 
32,914

 
573,300

 
467,092

 
(955)

 
12,165

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
4,637

 
$
35,101

 
$
605,440

 
$
483,648

 
$
2,244

 
$
12,165

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
FIDELITY VIP CONTRAFUND PORTFOLIO
 
FIDELITY VIP GROWTH PORTFOLIO
 
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO
 
FIDELITY VIP MID CAP PORTFOLIO
 
GREAT-WEST AGGRESSIVE PROFILE I FUND
 
GREAT-WEST ARIEL MIDCAP VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
22,845

 
$
406

 
$
12,919

 
$
2,192

 
$
7,857

 
$
16,102

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
22,845

 
406

 
12,919

 
2,192

 
7,857

 
16,102

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
270,958

 
91,953

 
(12,084)

 
12,185

 
17,455

 
30,316

 
Realized gain distributions
 
800

 
617

 
7,389

 
104,548

 
33,384

 
43,570

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
271,758

 
92,570

 
(4,695)

 
116,733

 
50,839

 
73,886

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
464,267

 
197,523

 
(28,648)

 
155,903

 
50,541

 
80,580

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
736,025

 
290,093

 
(33,343)

 
272,636

 
101,380

 
154,466

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
758,870

 
$
290,499

 
$
(20,424
)
 
$
274,828

 
$
109,237

 
$
170,568

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST ARIEL SMALL-CAP VALUE PORTFOLIO
 
GREAT-WEST BOND INDEX FUND
 
GREAT-WEST CONSERVATIVE PROFILE I FUND
 
GREAT-WEST INVESCO ADR PORTFOLIO
 
GREAT-WEST LIFETIME 2015 FUND II
 
GREAT-WEST LIFETIME 2025 FUND II
 
 
 
(1)
 
(2)
 
 
 
(3)
 
(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
37

 
$
33,358

 
$
8,774

 
$
2,032

 
$
 
$
2,687

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
37

 
33,358

 
8,774

 
2,032

 
 
 
2,687

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
343,126

 
(1,780)

 
7,849

 
(1,752)

 
66

 
451

 
Realized gain distributions
 
 
 
7,703

 
13,600

 
 
 
 
 
2,887

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
343,126

 
5,923

 
21,449

 
(1,752)

 
66

 
3,338

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(124,991)

 
(83,272)

 
(246)

 
6,887

 
(15)

 
6,655

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
218,135

 
(77,349)

 
21,203

 
5,135

 
51

 
9,993

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
218,172

 
$
(43,991
)
 
$
29,977

 
$
7,167

 
$
51

 
$
12,680

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For the period January 1, 2013 to December 18, 2013
 
 
 
 
 
 
 
 
 
 
 
 
(2)
For the period January 16, 2013 to December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
(3)
For the period January 1, 2013 to April 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
(4)
For the period January 1, 2013 to March 11, 2013
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
(Continued)







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST LIFETIME 2045 FUND II
 
GREAT-WEST LOOMIS SAYLES BOND FUND
 
GREAT-WEST LOOMIS SAYLES SMALL-CAP VALUE FUND
 
GREAT-WEST MFS INTERNATIONAL VALUE FUND
 
GREAT-WEST MODERATE PROFILE I FUND
 
GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
71

 
$
83,380

 
$
2,973

 
$
73,530

 
$
8,705

 
$
4,139

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
71

 
83,380

 
2,973

 
73,530

 
8,705

 
4,139

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on sale of fund shares
 
43

 
147,978

 
202,237

 
72,922

 
816

 
19,635

 
Realized gain distributions
 
56

 
22,956

 
44,537

 
0

 
10,033

 
11,982

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on investments
 
99

 
170,934

 
246,774

 
72,922

 
10,849

 
31,617

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
398

 
(49,484)

 
(98,256)

 
504,467

 
17,567

 
7,121

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain on investments
 
497

 
121,450

 
148,518

 
577,389

 
28,416

 
38,738

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
568

 
$
204,830

 
$
151,491

 
$
650,919

 
$
37,121

 
$
42,877

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND
 
GREAT-WEST MULTI-MANAGER LARGE CAP GROWTH FUND
 
GREAT-WEST SHORT DURATION BOND FUND
 
GREAT-WEST SMALL-CAP GROWTH FUND
 
GREAT-WEST T. ROWE PRICE EQUITY/INCOME FUND
 
GREAT-WEST T. ROWE PRICE MIDCAP GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
6,794

 
$
1,638

 
$
101,030

 
$
4,983

 
$
42,252

 
$
1,532

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
6,794

 
1,638

 
101,030

 
4,983

 
42,252

 
1,532

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
8,414

 
1,805

 
116,728

 
803

 
79,233

 
(88,500)

 
Realized gain distributions
 
10,769

 
26,257

 
20,133

 
10,391

 
113,054

 
259,661

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on investments
 
19,183

 
28,062

 
136,861

 
11,194

 
192,287

 
171,161

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
3,242

 
(5,354)

 
(162,009)

 
2,628

 
241,746

 
702,881

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
22,425

 
22,708

 
(25,148)

 
13,822

 
434,033

 
874,042

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
29,219

 
$
24,346

 
$
75,882

 
$
18,805

 
$
476,285

 
$
875,574

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST TEMPLETON GLOBAL BOND FUND
 
GREAT-WEST U.S. GOVERNMENT MORTGAGE SECURITIES FUND
 
INVESCO V.I. CORE EQUITY FUND
 
INVESCO V.I. DIVERSIFIED DIVIDEND FUND
 
INVESCO V.I. GLOBAL HEALTH CARE FUND
 
INVESCO V.I. GLOBAL REAL ESTATE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
47,273

 
$
87,730

 
$
11,502

 
$
284

 
$
774

 
$
41,607

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
47,273

 
87,730

 
11,502

 
284

 
774

 
41,607

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
338

 
(316)

 
31,205

 
829

 
30,402

 
13,636

 
Realized gain distributions
 
21,707

 
261

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
22,045

 
(55)

 
31,205

 
829

 
30,402

 
13,636

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(54,855)

 
(172,644)

 
165,721

 
1,072

 
5,269

 
(44,218)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
(32,810)

 
(172,699)

 
196,926

 
1,901

 
35,671

 
(30,582)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
14,463

 
$
(84,969
)
 
$
208,428

 
$
2,185

 
$
36,445

 
$
11,025

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. INTERNATIONAL GROWTH FUND
 
INVESCO V.I. MID CAP CORE EQUITY FUND
 
INVESCO V.I. TECHNOLOGY FUND
 
JANUS ASPEN BALANCED PORTFOLIO
 
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
 
JANUS ASPEN FORTY PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
30,447

 
$
1,882

 
$
 
$
20,298

 
$
204,879

 
$
4,993

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
30,447

 
1,882

 
 
 
20,298

 
204,879

 
4,993

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on sale of fund shares
 
26,746

 
12,226

 
3,687

 
7,549

 
161,865

 
132,935

 
Realized gain distributions
 
 
 
18,998

 
5,198

 
43,031

 
95,257

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain on investments
 
26,746

 
31,224

 
8,885

 
50,580

 
257,122

 
132,935

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
348,798

 
26,670

 
7,397

 
90,192

 
(473,844)

 
76,595

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
375,544

 
57,894

 
16,282

 
140,772

 
(216,722)

 
209,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
405,991

 
$
59,776

 
$
16,282

 
$
161,070

 
$
(11,843
)
 
$
214,523

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
 
JANUS ASPEN OVERSEAS PORTFOLIO
 
JANUS ASPEN WORLDWIDE PORTFOLIO
 
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO
 
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO
 
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
 
$
10,398

 
$
3,549

 
$
752

 
$
320

 
$
7,426

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
 
 
10,398

 
3,549

 
752

 
320

 
7,426

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
4,358

 
(364,298)

 
46,162

 
240,678

 
427,764

 
(86,504)

 
Realized gain distributions
 
 
 
 
 
 
 
4,777

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
4,358

 
(364,298)

 
46,162

 
245,455

 
427,764

 
(86,504)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
11,281

 
471,699

 
29,272

 
(156,674)

 
(355,168)

 
287,527

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain on investments
 
15,639

 
107,401

 
75,434

 
88,781

 
72,596

 
201,023

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
15,639

 
$
117,799

 
$
78,983

 
$
89,533

 
$
72,916

 
$
208,449

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
NEUBERGER BERMAN AMT MID CAP PORTFOLIO
 
NEUBERGER BERMAN AMT SMALL CAP GROWTH PORTFOLIO
 
NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO
 
PIMCO VIT HIGH YIELD PORTFOLIO
 
PIMCO VIT LOW DURATION PORTFOLIO
 
PIMCO VIT REAL RETURN PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
 
$
 
$
109

 
$
25,889

 
$
65,643

 
$
21,937

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
 
 
 
 
109

 
25,889

 
65,643

 
21,937

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
19,975

 
3,297

 
3,145

 
3,427

 
63,216

 
(19,284)

 
Realized gain distributions
 
 
 
 
 
 
 
 
 
 
 
9,489

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
19,975

 
3,297

 
3,145

 
3,427

 
63,216

 
(9,795)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
58,303

 
11,981

 
3,298

 
(3,318)

 
(130,094)

 
(137,604)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
78,278

 
15,278

 
6,443

 
109

 
(66,878)

 
(147,399)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
78,278

 
$
15,278

 
$
6,552

 
$
25,998

 
$
(1,235
)
 
$
(125,462
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
(Continued)







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
PIMCO VIT TOTAL RETURN PORTFOLIO
 
PUTNAM VT EQUITY INCOME FUND
 
PUTNAM VT HIGH YIELD FUND
 
PUTNAM VT INTERNATIONAL GROWTH FUND
 
ROYCE CAPITAL FUND - MICRO-CAP PORTFOLIO
 
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends
 
$
185,837

 
$
4,260

 
$
7,306

 
$
364

 
$
729

 
$
9,012

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INVESTMENT INCOME
 
185,837

 
4,260

 
7,306

 
364

 
729

 
9,012

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
42,943

 
17,753

 
639

 
78

 
(19,544)

 
40,679

 
Realized gain distributions
 
74,256

 
 
 
 
 
 
 
5,779

 
52,405

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
117,199

 
17,753

 
639

 
78

 
(13,765)

 
93,084

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(475,123)

 
36,176

 
180

 
5,343

 
57,016

 
182,586

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
 
(357,924)

 
53,929

 
819

 
5,421

 
43,251

 
275,670

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
(172,087
)
 
$
58,189

 
$
8,125

 
$
5,785

 
$
43,980

 
$
284,682

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
STATEMENT OF OPERATIONS
 
 
 
 
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
VAN ECK VIP EMERGING MARKETS FUND
 
VAN ECK VIP GLOBAL HARD ASSETS FUND
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
Dividends
 
$
334

 
$
3,456

 
 
 
 
 
 
NET INVESTMENT INCOME
 
334

 
3,456

 
 
 
 
 
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
 
 
 
 
Net realized gain (loss) on sale of fund shares
 
144

 
(11,252)

 
Realized gain distributions
 
 
 
9,880

 
 
 
 
 
 
 
Net realized gain (loss) on investments
 
144

 
(1,372)

 
 
 
 
 
 
 
Change in net unrealized appreciation
 
 
 
 
 
   on investments
 
2,637

 
46,376

 
 
 
 
 
 
 
Net realized and unrealized gain on investments
 
2,781

 
45,004

 
 
 
 
 
 
NET INCREASE IN NET ASSETS
 
 
 
 
 
RESULTING FROM OPERATIONS
 
$
3,115

 
$
48,460

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








COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
ALGER SMALL CAP GROWTH PORTFOLIO
 
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
 
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
 
$
(255
)
 
$
543

 
$
457

 
$
8,959

 
$
3,028

 
Net realized gain (loss) on investments
 
50,037

 
26,158

 
(330)

 
(1,266)

 
(1,701)

 
(8,426)

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
47,102

 
(13,317)

 
7,288

 
4,120

 
99,165

 
99,456

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
97,139

 
12,586

 
7,501

 
3,311

 
106,423

 
94,058

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
31,848

 
1,528

 
0

 
2

 
0

 
0

 
Transfers for contract benefits and terminations
 
(17,874)

 
(1,658)

 
(5,166)

 
(4,312)

 
(6,313)

 
(5,321)

 
Net transfers
 
199,823

 
80,406

 
0

 
0

 
(36,717)

 
(26,829)

 
Contract maintenance charges
 
(134)

 
(59)

 
(21)

 
(26)

 
(324)

 
(378)

 
Other, net
 
0

 
0

 
0

 
172

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
213,663

 
80,217

 
(5,187)

 
(4,164)

 
(43,354)

 
(32,528)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
310,802

 
92,803

 
2,314

 
(853)

 
63,069

 
61,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
135,441

 
42,638

 
22,920

 
23,773

 
493,083

 
431,553

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
446,243

 
$
135,441

 
$
25,234

 
$
22,920

 
$
556,152

 
$
493,083

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
3,081

 
11,501

 
4

 
1,996

 
186

 
59,443

 
Units redeemed
 
(930)

 
(12,718)

 
(356)

 
(2,299)

 
(4,061)

 
(44,929)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
2,151

 
(1,217)

 
(352)

 
(303)

 
(3,875)

 
14,514

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






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
AMERICAN CENTURY INVESTMENTS VP ULTRA FUND
 
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
 
AMERICAN CENTURY INVESTMENTS VP VISTA FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
97

 
$
(91
)
 
$
10,449

 
$
8,842

 
$
 
$
(259
)
 
Net realized gain on investments
 
9,986

 
2,491

 
20,845

 
593

 
2,557

 
2,906

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
2,635

 
372

 
140,649

 
56,676

 
25,973

 
9,449

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
12,718

 
2,772

 
171,943

 
66,111

 
28,530

 
12,096

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
2,938

 
8,883

 
46,982

 
37,238

 
1

 
12,439

 
Transfers for contract benefits and terminations
 
(643)

 
(1,477)

 
(21,349)

 
(7,546)

 
(3,292)

 
(3,132)

 
Net transfers
 
8,738

 
2,114

 
(56,374)

 
30,706

 
14,045

 
(15,434)

 
Contract maintenance charges
 
(18)

 
(28)

 
(457)

 
(352)

 
(72)

 
(72)

 
Other, net
 
0

 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
11,015

 
9,492

 
(31,198)

 
60,046

 
10,682

 
(6,199)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase in net assets
 
23,733

 
12,264

 
140,745

 
126,157

 
39,212

 
5,897

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
12,264

 
 
 
578,047

 
451,890

 
88,366

 
82,469

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
35,997

 
$
12,264

 
$
718,792

 
$
578,047

 
$
127,578

 
$
88,366

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
4,406

 
7,248

 
2,912

 
30,242

 
1,602

 
7,443

 
Units redeemed
 
(3,389)

 
(6,357)

 
(4,296)

 
(42,369)

 
(937)

 
(8,102)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
1,017

 
891

 
(1,384)

 
(12,127)

 
665

 
(659)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For the period January 13, 2012 to December 31, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
(Continued)







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
 
AMERICAN FUNDS IS GROWTH FUND
 
AMERICAN FUNDS IS INTERNATIONAL FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
809

 
$
982

 
$
21,922

 
$
16,388

 
$
23,807

 
$
11,715

 
Net realized gain (loss) on investments
 
4,918

 
(3,686)

 
611,466

 
29,415

 
51,619

 
8,846

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
18,161

 
21,295

 
105,958

 
342,708

 
269,981

 
51,681

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
23,888

 
18,591

 
739,346

 
388,511

 
345,407

 
72,242

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
11,630

 
134,909

 
54,208

 
66,139

 
828,456

 
Transfers for contract benefits and terminations
 
(1,474)

 
(1,429)

 
(71,740)

 
(50,951)

 
(251,592)

 
(28,699)

 
Net transfers
 
4,069

 
(7,687)

 
(1,377,365)

 
771,005

 
75,337

 
607,903

 
Contract maintenance charges
 
(47)

 
(49)

 
(1,172)

 
(1,132)

 
(1,041)

 
(332)

 
Other, net
 
0

 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
2,548

 
2,465

 
(1,315,368)

 
773,130

 
(111,157)

 
1,407,328

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
26,436

 
21,056

 
(576,022)

 
1,161,641

 
234,250

 
1,479,570

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
87,834

 
66,778

 
2,908,212

 
1,746,571

 
1,625,873

 
146,303

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
114,270

 
$
87,834

 
$
2,332,190

 
$
2,908,212

 
$
1,860,123

 
$
1,625,873

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
3,947

 
25,393

 
81,176

 
367,172

 
34,281

 
227,375

 
Units redeemed
 
(3,816)

 
(23,953)

 
(177,651)

 
(240,433)

 
(44,628)

 
(71,193)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
131

 
1,440

 
(96,475)

 
126,739

 
(10,347)

 
156,182

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
AMERICAN FUNDS IS NEW WORLD FUND
 
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
 
DAVIS FINANCIAL PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
12,626

 
$
540

 
$
2,335

 
$
372

 
$
168

 
$
684

 
Net realized gain (loss) on investments
 
11,451

 
(1,585)

 
8,612

 
8,205

 
2,753

 
27

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
68,508

 
11,630

 
56,463

 
6,655

 
4,530

 
4,705

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
92,585

 
10,585

 
67,410

 
15,232

 
7,451

 
5,416

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
78,899

 
254,252

 
94

 
537

 
 
 
4,430

 
Transfers for contract benefits and terminations
 
(28,772)

 
(8,988)

 
(3,054)

 
(2,076)

 
(3,668)

 
(4,826)

 
Net transfers
 
533,595

 
9,906

 
(16,297)

 
203,059

 
(1,881)

 
(19,084)

 
Contract maintenance charges
 
(308)

 
(61)

 
(99)

 
(63)

 
(29)

 
(40)

 
Other, net
 
(233)

 
0

 
0

 
0

 
(102)

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
583,181

 
255,109

 
(19,356)

 
201,457

 
(5,680)

 
(19,520)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
675,766

 
265,694

 
48,054

 
216,689

 
1,771

 
(14,104)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
307,037

 
41,343

 
222,984

 
6,295

 
30,000

 
44,104

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
982,803

 
$
307,037

 
$
271,038

 
$
222,984

 
$
31,771

 
$
30,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
38,982

 
20,825

 
2,949

 
31,203

 
843

 
5,458

 
Units redeemed
 
(4,853)

 
(5,522)

 
(4,213)

 
(18,235)

 
(1,339)

 
(7,451)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
34,129

 
15,303

 
(1,264)

 
12,968

 
(496)

 
(1,993)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
DAVIS VALUE PORTFOLIO
 
DREYFUS IP MIDCAP STOCK PORTFOLIO
 
DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO
 
 
 
2013
 
2012
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
2,340

 
$
3,864

 
$
282

 
$
 
$
(108
)
 
Net realized gain on investments
 
22,139

 
20,414

 
26,720

 
5,215

 
9,130

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
54,519

 
5,220

 
(23,625)

 
3,549

 
1,087

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
78,998

 
29,498

 
3,377

 
8,764

 
10,109

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
10,174

 
1

 
0

 
1

 
Transfers for contract benefits and terminations
 
(57,721)

 
(7,696)

 
(1,031)

 
(5,076)

 
(7,491)

 
Net transfers
 
969

 
69,527

 
(75,602)

 
(16,993)

 
(49,676)

 
Contract maintenance charges
 
(173)

 
(182)

 
(34)

 
(34)

 
(59)

 
Other, net
 
0

 
0

 
0

 
(126)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(56,925)

 
71,823

 
(76,666)

 
(22,229)

 
(57,225)

 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
22,073

 
101,321

 
(73,289)

 
(13,465)

 
(47,116)

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
272,128

 
170,807

 
73,289

 
42,075

 
89,191

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
294,201

 
$
272,128

 
$
0

 
$
28,610

 
$
42,075

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
3,272

 
31,238

 
186

 
747

 
3,481

 
Units redeemed
 
(7,308)

 
(25,432)

 
(6,183)

 
(1,903)

 
(7,014)

 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(4,036)

 
5,806

 
(5,997)

 
(1,156)

 
(3,533)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For the period January 1, 2012 to May 23, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
(Continued)






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
DREYFUS STOCK INDEX FUND
 
DREYFUS VIF APPRECIATION PORTFOLIO
 
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
286,097

 
$
75,130

 
$
13,603

 
$
21,620

 
$
836

 
$
217

 
Net realized gain on investments
 
730,733

 
775,698

 
4,913

 
3,083

 
3,066

 
20,247

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
2,923,888

 
(183,131)

 
114,760

 
34,779

 
9,273

 
1,015

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
3,940,718

 
667,697

 
133,276

 
59,482

 
13,175

 
21,479

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
386,795

 
204,464

 
 
 
1

 
1,462

 
1,367

 
Transfers for contract benefits and terminations
 
(518,737)

 
(728,803)

 
(8,152)

 
(6,767)

 
(14,931)

 
(3,110)

 
Net transfers
 
10,188,966

 
(563,962)

 
(7,431)

 
510

 
87,371

 
(68,640)

 
Contract maintenance charges
 
(8,146)

 
(4,113)

 
(444)

 
(452)

 
(97)

 
(92)

 
Other, net
 
(447)

 
155

 
 
 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
10,048,431

 
(1,092,259)

 
(16,027)

 
(6,708)

 
73,805

 
(70,475)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
13,989,149

 
(424,562)

 
117,249

 
52,774

 
86,980

 
(48,996)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
3,870,328

 
4,294,890

 
638,374

 
585,600

 
39,050

 
88,046

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
17,859,477

 
$
3,870,328

 
$
755,623

 
$
638,374

 
$
126,030

 
$
39,050

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
1,000,139

 
487,877

 
25

 
10,040

 
4,860

 
5,973

 
Units redeemed
 
(196,983)

 
(535,664)

 
(251)

 
(41,936)

 
(880)

 
(11,516)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
803,156

 
(47,787)

 
(226)

 
(31,896)

 
3,980

 
(5,543)

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






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
DWS GLOBAL SMALL CAP GROWTH VIP
 
DWS HIGH INCOME VIP
 
DWS LARGE CAP VALUE VIP
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
388

 
$
347

 
$
4,108

 
$
(2
)
 
$
2,187

 
$
2,823

 
Net realized gain (loss) on investments
 
11,577

 
(1,321)

 
15

 
24

 
23,305

 
4,329

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
8,502

 
15,798

 
514

 
1,558

 
9,609

 
13,527

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
20,467

 
14,824

 
4,637

 
1,580

 
35,101

 
20,679

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
(2)

 
20,413

 
29,850

 
0

 
16,485

 
Transfers for contract benefits and terminations
 
(5,278)

 
(8,513)

 
(2,025)

 
(1,901)

 
(17,944)

 
(16,726)

 
Net transfers
 
(5,956)

 
(151,034)

 
 
 
22,592

 
(42,986)

 
(294,899)

 
Contract maintenance charges
 
(59)

 
(79)

 
(87)

 
(12)

 
(124)

 
(149)

 
Other, net
 
(80)

 
0

 
0

 
0

 
(539)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(11,373)

 
(159,628)

 
18,301

 
50,529

 
(61,593)

 
(295,289)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
9,094

 
(144,804)

 
22,938

 
52,109

 
(26,492)

 
(274,610)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
71,015

 
215,819

 
56,916

 
4,807

 
172,332

 
446,942

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
80,109

 
$
71,015

 
$
79,854

 
$
56,916

 
$
145,840

 
$
172,332

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
2,084

 
6,316

 
1,329

 
4,075

 
10,412

 
44,385

 
Units redeemed
 
(2,861)

 
(18,114)

 
(148)

 
(540)

 
(16,400)

 
(74,551)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(777)

 
(11,798)

 
1,181

 
3,535

 
(5,988)

 
(30,166)

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






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
DWS SMALL CAP INDEX VIP
 
DWS SMALL MID CAP VALUE VIP
 
FEDERATED HIGH INCOME BOND FUND II
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
32,140

 
$
472

 
$
16,556

 
$
12,627

 
$
3,199

 
$
3,142

 
Net realized gain on investments
 
111,108

 
14,761

 
231,299

 
74,017

 
7,016

 
237

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
462,192

 
18,161

 
235,793

 
72,643

 
(7,971)

 
2,501

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
605,440

 
33,394

 
483,648

 
159,287

 
2,244

 
5,880

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
22,512

 
31,835

 
136,547

 
36,587

 
 
 
0

 
Transfers for contract benefits and terminations
 
(72,500)

 
(10,649)

 
(32,747)

 
(35,681)

 
(548)

 
(581)

 
Net transfers
 
1,679,170

 
(6,824)

 
(233,475)

 
124,639

 
(20,992)

 
0

 
Contract maintenance charges
 
(1,157)

 
(151)

 
(606)

 
(587)

 
(61)

 
(77)

 
Other, net
 
(207)

 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
1,627,818

 
14,211

 
(130,281)

 
124,958

 
(21,601)

 
(658)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
2,233,258

 
47,605

 
353,367

 
284,245

 
(19,357)

 
5,222

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
248,140

 
200,535

 
1,463,165

 
1,178,920

 
46,082

 
40,860

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
2,481,398

 
$
248,140

 
$
1,816,532

 
$
1,463,165

 
$
26,725

 
$
46,082

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
132,997

 
33,941

 
61,894

 
127,573

 
3

 
1,992

 
Units redeemed
 
(12,205)

 
(36,284)

 
(70,091)

 
(136,750)

 
(911)

 
(2,596)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
120,792

 
(2,343)

 
(8,197)

 
(9,177)

 
(908)

 
(604)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
FEDERATED KAUFMANN FUND II
 
FIDELITY VIP CONTRAFUND PORTFOLIO
 
FIDELITY VIP GROWTH PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
 
$
(65
)
 
$
22,845

 
$
20,600

 
$
406

 
$
1,029

 
Net realized gain on investments
 
6,764

 
3,355

 
271,758

 
235,753

 
92,570

 
173,560

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
5,401

 
2,368

 
464,267

 
(1,490)

 
197,523

 
(29,902)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
12,165

 
5,658

 
758,870

 
254,863

 
290,499

 
144,687

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
1

 
70,538

 
1,226,127

 
0

 
0

 
Transfers for contract benefits and terminations
 
(1,285)

 
(1,213)

 
(361,805)

 
(85,996)

 
(14,818)

 
(13,209)

 
Net transfers
 
(14,913)

 
(2,764)

 
(834,789)

 
265,039

 
(138,083)

 
(315,408)

 
Contract maintenance charges
 
(61)

 
(67)

 
(1,884)

 
(1,334)

 
(803)

 
(845)

 
Other, net
 
0

 
0

 
(1,056)

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(16,259)

 
(4,043)

 
(1,128,996)

 
1,403,836

 
(153,704)

 
(329,462)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(4,094)

 
1,615

 
(370,126)

 
1,658,699

 
136,795

 
(184,775)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
33,040

 
31,425

 
3,391,773

 
1,733,074

 
859,398

 
1,044,173

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
28,946

 
$
33,040

 
$
3,021,647

 
$
3,391,773

 
$
996,193

 
$
859,398

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
487

 
5,687

 
18,889

 
293,303

 
36,211

 
116,177

 
Units redeemed
 
(1,537)

 
(6,025)

 
(78,289)

 
(220,654)

 
(48,134)

 
(123,958)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(1,050)

 
(338)

 
(59,400)

 
72,649

 
(11,923)

 
(7,781)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO
 
FIDELITY VIP MID CAP PORTFOLIO
 
GREAT-WEST AGGRESSIVE PROFILE I FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
12,919

 
$
11,978

 
$
2,192

 
$
1,226

 
$
7,857

 
$
2,827

 
Net realized gain (loss) on investments
 
(4,695)

 
21,631

 
116,733

 
819,119

 
50,839

 
82,086

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(28,648)

 
(4,775)

 
155,903

 
(474,880)

 
50,541

 
41,930

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
(20,424)

 
28,834

 
274,828

 
345,465

 
109,237

 
126,843

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
3

 
24,979

 
95,108

 
32,279

 
35,185

 
Transfers for contract benefits and terminations
 
(14,656)

 
(12,642)

 
(70,707)

 
(350,436)

 
(38,027)

 
(16,576)

 
Net transfers
 
10,508

 
(16,391)

 
(1,011,603)

 
(1,514,519)

 
(51,986)

 
(632,121)

 
Contract maintenance charges
 
(347)

 
(322)

 
(614)

 
(1,722)

 
(337)

 
(706)

 
Other, net
 
0

 
236

 
(399)

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Decrease in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(4,495)

 
(29,116)

 
(1,058,344)

 
(1,771,569)

 
(58,071)

 
(614,218)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(24,919)

 
(282)

 
(783,516)

 
(1,426,104)

 
51,166

 
(487,375)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
612,727

 
613,009

 
1,678,067

 
3,104,171

 
401,763

 
889,138

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
587,808

 
$
612,727

 
$
894,551

 
$
1,678,067

 
$
452,929

 
$
401,763

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
16,451

 
61,316

 
4,377

 
89,659

 
7,903

 
114,754

 
Units redeemed
 
(17,092)

 
(73,929)

 
(39,755)

 
(228,881)

 
(11,199)

 
(158,294)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net decrease
 
(641)

 
(12,613)

 
(35,378)

 
(139,222)

 
(3,296)

 
(43,540)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST ARIEL MIDCAP VALUE FUND
 
GREAT-WEST ARIEL SMALL-CAP VALUE PORTFOLIO
 
GREAT-WEST BOND INDEX FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
 
 
 
 
 
 
(1)
 
 
 
(2)
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
16,102

 
$
2,739

 
$
37

 
$
3,020

 
$
33,358

 
Net realized gain on investments
 
73,886

 
55,806

 
343,126

 
7,936

 
5,923

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
80,580

 
(5,065)

 
(124,991)

 
133,205

 
(83,272)

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
170,568

 
53,480

 
218,172

 
144,161

 
(43,991)

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
62

 
2,749

 
 
 
1,100

 
417

 
Transfers for contract benefits and terminations
 
(37,324)

 
(4,671)

 
(23,244)

 
(10,565)

 
(55,775)

 
Net transfers
 
892,471

 
(23,745)

 
(1,048,692)

 
(9,068)

 
1,857,013

 
Contract maintenance charges
 
(506)

 
(470)

 
(899)

 
(928)

 
(892)

 
Other, net
 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
854,703

 
(26,137)

 
(1,072,835)

 
(19,461)

 
1,800,763

 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
1,025,271

 
27,343

 
(854,663)

 
124,700

 
1,756,772

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
277,124

 
249,781

 
854,663

 
729,963

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
1,302,395

 
$
277,124

 
$
0

 
$
854,663

 
$
1,756,772

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
25,659

 
17,347

 
790

 
50,758

 
141,882

 
Units redeemed
 
(3,169)

 
(27,531)

 
(47,942)

 
(68,977)

 
(4,865)

 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
22,490

 
(10,184)

 
(47,152)

 
(18,219)

 
137,017

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For the period January 1, 2013 to December 18, 2013.
 
 
 
 
 
 
 
 
 
 
(2)
For the period January 16, 2013 to December 31, 2013.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
(Continued)






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST CONSERVATIVE PROFILE I FUND
 
GREAT-WEST INVESCO ADR PORTFOLIO
 
GREAT-WEST LIFETIME 2015 FUND II
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
(1)
 
 
 
(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
8,774

 
$
10,660

 
$
2,032

 
$
22,316

 
$
 
$
433

 
Net realized gain (loss) on investments
 
21,449

 
(24,414)

 
(1,752)

 
(32,372)

 
66

 
8,218

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(246)

 
56,470

 
6,887

 
60,501

 
(15)

 
(1,370)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
29,977

 
42,716

 
7,167

 
50,445

 
51

 
7,281

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
39,242

 
41,533

 
2,949

 
18,996

 
103

 
442

 
Transfers for contract benefits and terminations
 
(92,530)

 
(13,800)

 
(1,889)

 
(7,988)

 
(22)

 
(810)

 
Net transfers
 
28,741

 
(103,847)

 
(219,874)

 
(354,352)

 
(1,609)

 
(78,342)

 
Contract maintenance charges
 
(321)

 
(530)

 
(59)

 
(270)

 
0

 
(52)

 
Other, net
 
0

 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Decrease in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(24,868)

 
(76,644)

 
(218,873)

 
(343,614)

 
(1,528)

 
(78,762)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
5,109

 
(33,928)

 
(211,706)

 
(293,169)

 
(1,477)

 
(71,481)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
441,050

 
474,978

 
211,706

 
504,875

 
1,477

 
72,958

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
446,159

 
$
441,050

 
$
0

 
$
211,706

 
$
0

 
$
1,477

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
8,425

 
54,069

 
1,334

 
27,394

 
8

 
7,093

 
Units redeemed
 
(9,806)

 
(62,031)

 
(18,693)

 
(58,278)

 
(122)

 
(13,249)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net decrease
 
(1,381)

 
(7,962)

 
(17,359)

 
(30,884)

 
(114)

 
(6,156)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For the period January 1, 2013 to April 30, 2013.
 
 
 
 
 
 
 
 
 
 
 
 
(2)
For the period January 1, 2013 to March 11, 2013.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
(Continued)






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST LIFETIME 2025 FUND II
 
GREAT-WEST LIFETIME 2045 FUND II
 
GREAT-WEST LOOMIS SAYLES BOND FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
2,687

 
$
1,479

 
$
71

 
$
30

 
$
83,380

 
$
173,688

 
Net realized gain (loss) on investments
 
3,338

 
5,773

 
99

 
(36)

 
170,934

 
306,373

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
6,655

 
4,380

 
398

 
363

 
(49,484)

 
(42,566)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
12,680

 
11,632

 
568

 
357

 
204,830

 
437,495

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
22,449

 
18,567

 
661

 
729

 
57,657

 
114,828

 
Transfers for contract benefits and terminations
 
(4,645)

 
(3,854)

 
(138)

 
(129)

 
(100,192)

 
(54,500)

 
Net transfers
 
5,236

 
(659)

 
(336)

 
(939)

 
(1,735,304)

 
929,704

 
Contract maintenance charges
 
(81)

 
(126)

 
(2)

 
(3)

 
(2,548)

 
(3,326)

 
Other, net
 
0

 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
22,959

 
13,928

 
185

 
(342)

 
(1,780,387)

 
986,706

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
35,639

 
25,560

 
753

 
15

 
(1,575,557)

 
1,424,201

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
74,611

 
49,051

 
2,392

 
2,377

 
3,995,085

 
2,570,884

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
110,250

 
$
74,611

 
$
3,145

 
$
2,392

 
$
2,419,528

 
$
3,995,085

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
2,190

 
19,906

 
50

 
255

 
12,364

 
267,659

 
Units redeemed
 
(549)

 
(18,493)

 
(37)

 
(284)

 
(67,696)

 
(278,582)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
1,641

 
1,413

 
13

 
(29)

 
(55,332)

 
(10,923)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST LOOMIS SAYLES SMALL-CAP VALUE FUND
 
GREAT-WEST MFS INTERNATIONAL VALUE FUND
 
GREAT-WEST MODERATE PROFILE I FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
2,973

 
$
4,702

 
$
73,530

 
$
5,686

 
$
8,705

 
$
5,669

 
Net realized gain (loss) on investments
 
246,774

 
45,680

 
72,922

 
7,545

 
10,849

 
(12,831)

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(98,256)

 
72,566

 
504,467

 
34,884

 
17,567

 
61,270

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
151,491

 
122,948

 
650,919

 
48,115

 
37,121

 
54,108

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
59,946

 
2,137

 
263,306

 
(1)

 
6,932

 
15,894

 
Transfers for contract benefits and terminations
 
(14,404)

 
(28,334)

 
(114,386)

 
(4,536)

 
(23,971)

 
(10,652)

 
Net transfers
 
(470,012)

 
(113,050)

 
1,936,772

 
564,616

 
1,835

 
(508,510)

 
Contract maintenance charges
 
(178)

 
(333)

 
(1,163)

 
(130)

 
(182)

 
(468)

 
Other, net
 
(118)

 
0

 
(802)

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(424,766)

 
(139,580)

 
2,083,727

 
559,949

 
(15,386)

 
(503,736)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(273,275)

 
(16,632)

 
2,734,646

 
608,064

 
21,735

 
(449,628)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
810,039

 
826,671

 
765,081

 
157,017

 
213,285

 
662,913

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
536,764

 
$
810,039

 
$
3,499,727

 
$
765,081

 
$
235,020

 
$
213,285

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
20,092

 
37,837

 
308,462

 
148,518

 
5,464

 
86,840

 
Units redeemed
 
(38,636)

 
(62,889)

 
(49,831)

 
(72,517)

 
(6,085)

 
(121,002)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(18,544)

 
(25,052)

 
258,631

 
76,001

 
(621)

 
(34,162)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND
 
GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND
 
GREAT-WEST MONEY MARKET FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
4,139

 
$
3,053

 
$
6,794

 
$
8,282

 
$
 
$
(23,042
)
 
Net realized gain (loss) on investments
 
31,617

 
(8,035)

 
19,183

 
(26,493)

 
0

 
0

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
7,121

 
68,369

 
3,242

 
84,568

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
42,877

 
63,387

 
29,219

 
66,357

 
 
 
(23,042)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
18,451

 
20,318

 
30,828

 
20,312

 
1,150,817

 
2,036,837

 
Transfers for contract benefits and terminations
 
(75,860)

 
(11,382)

 
(33,238)

 
(12,926)

 
(586,526)

 
(396,731)

 
Net transfers
 
66,306

 
(557,932)

 
43,425

 
(643,238)

 
(822,590)

 
(1,168,963)

 
Contract maintenance charges
 
(211)

 
(565)

 
(205)

 
(602)

 
(6,998)

 
(10,566)

 
Other, net
 
(29)

 
0

 
(26)

 
0

 
0

 
468

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
8,657

 
(549,561)

 
40,784

 
(636,454)

 
(265,297)

 
461,045

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
51,534

 
(486,174)

 
70,003

 
(570,097)

 
(265,297)

 
438,003

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
185,810

 
671,984

 
224,617

 
794,714

 
9,724,543

 
9,286,540

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
237,344

 
$
185,810

 
$
294,620

 
$
224,617

 
$
9,459,246

 
$
9,724,543

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
8,035

 
42,824

 
7,138

 
54,623

 
549,460

 
1,297,616

 
Units redeemed
 
(7,359)

 
(81,260)

 
(4,989)

 
(99,102)

 
(569,848)

 
(1,343,008)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
676

 
(38,436)

 
2,149

 
(44,479)

 
(20,388)

 
(45,392)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST MULTI-MANAGER LARGE CAP GROWTH FUND
 
GREAT-WEST SHORT DURATION BOND FUND
 
GREAT-WEST SMALL-CAP GROWTH FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
1,638

 
$
62

 
$
101,030

 
$
132,781

 
$
4,983

 
$
(154
)
 
Net realized gain on investments
 
28,062

 
2,238

 
136,861

 
63,966

 
11,194

 
14,326

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(5,354)

 
19,291

 
(162,009)

 
77,783

 
2,628

 
(4,698)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
24,346

 
21,591

 
75,882

 
274,530

 
18,805

 
9,474

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
21,621

 
22,433

 
172,973

 
215,952

 
0

 
0

 
Transfers for contract benefits and terminations
 
(4,541)

 
(5,135)

 
(145,557)

 
(151,783)

 
(546)

 
(761)

 
Net transfers
 
(11,356)

 
(23,442)

 
(1,200,110)

 
28,355

 
5,465

 
(34,228)

 
Contract maintenance charges
 
(79)

 
(138)

 
(2,047)

 
(1,851)

 
(72)

 
(138)

 
Other, net
 
0

 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
5,645

 
(6,282)

 
(1,174,741)

 
90,673

 
4,847

 
(35,127)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
29,991

 
15,309

 
(1,098,859)

 
365,203

 
23,652

 
(25,653)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
83,190

 
67,881

 
6,590,882

 
6,225,679

 
36,509

 
62,162

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
113,181

 
$
83,190

 
$
5,492,023

 
$
6,590,882

 
$
60,161

 
$
36,509

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
1,426

 
15,569

 
27,608

 
595,455

 
1,006

 
16,209

 
Units redeemed
 
(1,131)

 
(15,514)

 
(117,050)

 
(596,218)

 
(418)

 
(17,371)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
295

 
55

 
(89,442)

 
(763)

 
588

 
(1,162)

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






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST T. ROWE PRICE EQUITY/INCOME FUND
 
GREAT-WEST T. ROWE PRICE MIDCAP GROWTH FUND
 
GREAT-WEST TEMPLETON GLOBAL BOND FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
42,252

 
$
15,162

 
$
1,532

 
$
17,635

 
$
47,273

 
$
17,613

 
Net realized gain on investments
 
192,287

 
56,114

 
171,161

 
144,530

 
22,045

 
7,830

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
241,746

 
48,893

 
702,881

 
223,993

 
(54,855)

 
14,791

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
476,285

 
120,169

 
875,574

 
386,158

 
14,463

 
40,234

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
158,580

 
28,331

 
69,476

 
437,630

 
252,614

 
2,277,061

 
Transfers for contract benefits and terminations
 
(40,635)

 
(14,466)

 
(62,640)

 
(102,018)

 
(23,914)

 
(50,770)

 
Net transfers
 
937,024

 
(15,573)

 
(1,661,347)

 
1,039,018

 
452,685

 
202,427

 
Contract maintenance charges
 
(1,005)

 
(595)

 
(1,345)

 
(1,977)

 
(1,203)

 
(319)

 
Other, net
 
0

 
0

 
0

 
0

 
(127)

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
1,053,964

 
(2,303)

 
(1,655,856)

 
1,372,653

 
680,055

 
2,428,399

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
1,530,249

 
117,866

 
(780,282)

 
1,758,811

 
694,518

 
2,468,633

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
827,603

 
709,737

 
4,028,474

 
2,269,663

 
2,641,792

 
173,159

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
2,357,852

 
$
827,603

 
$
3,248,192

 
$
4,028,474

 
$
3,336,310

 
$
2,641,792

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
77,242

 
95,383

 
47,854

 
323,319

 
58,166

 
204,512

 
Units redeemed
 
(17,385)

 
(106,198)

 
(129,887)

 
(269,004)

 
(10,083)

 
(30,752)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
59,857

 
(10,815)

 
(82,033)

 
54,315

 
48,083

 
173,760

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
GREAT-WEST U.S. GOVERNMENT MORTGAGE SECURITIES FUND
 
INVESCO V.I. CORE EQUITY FUND
 
INVESCO V.I. DIVERSIFIED DIVIDEND FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
87,730

 
$
107,245

 
$
11,502

 
$
6,043

 
$
284

 
$
49

 
Net realized gain (loss) on investments
 
(55)

 
83,689

 
31,205

 
9,282

 
829

 
1,251

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(172,644)

 
(82,193)

 
165,721

 
77,063

 
1,072

 
48

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
(84,969)

 
108,741

 
208,428

 
92,388

 
2,185

 
1,348

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
42,399

 
5,638

 
 
 
2

 
0

 
1

 
Transfers for contract benefits and terminations
 
(47,264)

 
(37,299)

 
(13,516)

 
(11,102)

 
(279)

 
(370)

 
Net transfers
 
(67,846)

 
520,602

 
(87,951)

 
(4,060)

 
8,460

 
(4,341)

 
Contract maintenance charges
 
(1,313)

 
(1,163)

 
(585)

 
(615)

 
(15)

 
(21)

 
Other, net
 
0

 
195

 
 
 
136

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(74,024)

 
487,973

 
(102,052)

 
(15,639)

 
8,166

 
(4,731)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(158,993)

 
596,714

 
106,376

 
76,749

 
10,351

 
(3,383)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
4,030,492

 
3,433,778

 
730,314

 
653,565

 
3,056

 
6,439

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
3,871,499

 
$
4,030,492

 
$
836,690

 
$
730,314

 
$
13,407

 
$
3,056

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
20,720

 
273,046

 
960

 
59,751

 
1,934

 
10,903

 
Units redeemed
 
(24,587)

 
(320,008)

 
(6,747)

 
(60,553)

 
(955)

 
(11,698)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(3,867)

 
(46,962)

 
(5,787)

 
(802)

 
979

 
(795)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. GLOBAL HEALTH CARE FUND
 
INVESCO V.I. GLOBAL REAL ESTATE FUND
 
INVESCO V.I. INTERNATIONAL GROWTH FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
774

 
$
(239
)
 
$
41,607

 
$
318

 
$
30,447

 
$
7,168

 
Net realized gain (loss) on investments
 
30,402

 
31,728

 
13,636

 
(927)

 
26,746

 
89,286

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
5,269

 
(4,773)

 
(44,218)

 
19,250

 
348,798

 
46,083

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
36,445

 
26,716

 
11,025

 
18,641

 
405,991

 
142,537

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
1,101

 
88,236

 
381,551

 
202,590

 
37,641

 
Transfers for contract benefits and terminations
 
(17,497)

 
(8,817)

 
(17,866)

 
(9,943)

 
(58,129)

 
(185,729)

 
Net transfers
 
(80,173)

 
(43,668)

 
586,851

 
29,701

 
1,455,823

 
269,429

 
Contract maintenance charges
 
(163)

 
(182)

 
(395)

 
(87)

 
(988)

 
(809)

 
Other, net
 
(44)

 
0

 
(140)

 
0

 
(757)

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(97,877)

 
(51,566)

 
656,686

 
401,222

 
1,598,539

 
120,532

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(61,432)

 
(24,850)

 
667,711

 
419,863

 
2,004,530

 
263,069

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
135,558

 
160,408

 
477,951

 
58,088

 
989,206

 
726,137

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
74,126

 
$
135,558

 
$
1,145,662

 
$
477,951

 
$
2,993,736

 
$
989,206

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
1,331

 
12,532

 
28,082

 
22,172

 
136,292

 
168,850

 
Units redeemed
 
(6,169)

 
(17,191)

 
(6,411)

 
(14,318)

 
(14,723)

 
(158,015)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(4,838)

 
(4,659)

 
21,671

 
7,854

 
121,569

 
10,835

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






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
INVESCO V.I. MID CAP CORE EQUITY FUND
 
INVESCO V.I. TECHNOLOGY FUND
 
JANUS ASPEN BALANCED PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
1,882

 
$
(257
)
 
$
 
$
(136
)
 
$
20,298

 
$
15,843

 
Net realized gain on investments
 
31,224

 
9,028

 
8,885

 
10,130

 
50,580

 
22,262

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
26,670

 
12,179

 
7,397

 
(2,847)

 
90,192

 
21,998

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
59,776

 
20,950

 
16,282

 
7,147

 
161,070

 
60,103

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
24,184

 
37,583

 
 
 
(1)

 
84,553

 
128,732

 
Transfers for contract benefits and terminations
 
(4,361)

 
(4,160)

 
(2,550)

 
(2,509)

 
(34,634)

 
(38,578)

 
Net transfers
 
2,328

 
2,413

 
(24,414)

 
8,476

 
47,761

 
272,760

 
Contract maintenance charges
 
(164)

 
(80)

 
(123)

 
(137)

 
(1,082)

 
(632)

 
Other, net
 
0

 
0

 
0

 
0

 
(402)

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
21,987

 
35,756

 
(27,087)

 
5,829

 
96,196

 
362,282

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
81,763

 
56,706

 
(10,805)

 
12,976

 
257,266

 
422,385

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
240,483

 
183,777

 
76,519

 
63,543

 
772,863

 
350,478

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
322,246

 
$
240,483

 
$
65,714

 
$
76,519

 
$
1,030,129

 
$
772,863

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
5,683

 
23,564

 
887

 
11,638

 
10,416

 
62,633

 
Units redeemed
 
(5,042)

 
(21,255)

 
(2,819)

 
(10,689)

 
(5,947)

 
(43,346)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
641

 
2,309

 
(1,932)

 
949

 
4,469

 
19,287

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
 
JANUS ASPEN FORTY PORTFOLIO
 
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
204,879

 
$
212,919

 
$
4,993

 
$
10,166

 
$
 
$
(178
)
 
Net realized gain on investments
 
257,122

 
107,315

 
132,935

 
313,362

 
4,358

 
7,200

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(473,844)

 
132,302

 
76,595

 
(10,001)

 
11,281

 
4,722

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
(11,843)

 
452,536

 
214,523

 
313,527

 
15,639

 
11,744

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
389,876

 
232,071

 
13,278

 
71,448

 
0

 
0

 
Transfers for contract benefits and terminations
 
(84,217)

 
(78,865)

 
(45,427)

 
(60,530)

 
(1,502)

 
(10,669)

 
Net transfers
 
(1,481,753)

 
12,242

 
(775,421)

 
(691,124)

 
(9,061)

 
(19,624)

 
Contract maintenance charges
 
(559)

 
(997)

 
(646)

 
(1,648)

 
(14)

 
(65)

 
Other, net
 
0

 
185

 
(523)

 
0

 
(9)

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(1,176,653)

 
164,636

 
(808,739)

 
(681,854)

 
(10,586)

 
(30,358)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(1,188,496)

 
617,172

 
(594,216)

 
(368,327)

 
5,053

 
(18,614)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
6,177,961

 
5,560,789

 
1,408,352

 
1,776,679

 
53,928

 
72,542

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
4,989,465

 
$
6,177,961

 
$
814,136

 
$
1,408,352

 
$
58,981

 
$
53,928

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
19,663

 
440,925

 
28,433

 
141,799

 
669

 
5,071

 
Units redeemed
 
(69,194)

 
(492,927)

 
(66,069)

 
(193,186)

 
(1,321)

 
(7,350)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net decrease
 
(49,531)

 
(52,002)

 
(37,636)

 
(51,387)

 
(652)

 
(2,279)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
JANUS ASPEN OVERSEAS PORTFOLIO
 
JANUS ASPEN WORLDWIDE PORTFOLIO
 
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
10,398

 
$
13,440

 
$
3,549

 
$
1,342

 
$
752

 
$
1,651

 
Net realized gain (loss) on investments
 
(364,298)

 
140,519

 
46,162

 
21,043

 
245,455

 
23,577

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
471,699

 
159,885

 
29,272

 
46,569

 
(156,674)

 
171,440

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
117,799

 
313,844

 
78,983

 
68,954

 
89,533

 
196,668

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
3,046

 
20,594

 
 
 
0

 
0

 
(1)

 
Transfers for contract benefits and terminations
 
(37,094)

 
(101,404)

 
(7,160)

 
(4,838)

 
(2,954)

 
(52,766)

 
Net transfers
 
(2,522,333)

 
(382,616)

 
(11,316)

 
(215,726)

 
(1,704,421)

 
(7,789)

 
Contract maintenance charges
 
(362)

 
(2,456)

 
(310)

 
(248)

 
(182)

 
(1,382)

 
Other, net
 
0

 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Decrease in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(2,556,743)

 
(465,882)

 
(18,786)

 
(220,812)

 
(1,707,557)

 
(61,938)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(2,438,944)

 
(152,038)

 
60,197

 
(151,858)

 
(1,618,024)

 
134,730

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
2,647,922

 
2,799,960

 
254,118

 
405,976

 
1,723,408

 
1,588,678

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
208,978

 
$
2,647,922

 
$
314,315

 
$
254,118

 
$
105,384

 
$
1,723,408

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
6,079

 
146,325

 
45,315

 
48,176

 
3,469

 
112,366

 
Units redeemed
 
(102,093)

 
(303,561)

 
(46,495)

 
(55,082)

 
(108,788)

 
(131,061)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net decrease
 
(96,014)

 
(157,236)

 
(1,180)

 
(6,906)

 
(105,319)

 
(18,695)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO
 
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
 
NEUBERGER BERMAN AMT MID CAP PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
320

 
$
3,412

 
$
7,426

 
$
3,527

 
$
 
$
(579
)
 
Net realized gain (loss) on investments
 
427,764

 
12,902

 
(86,504)

 
218,813

 
19,975

 
31,174

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(355,168)

 
195,671

 
287,527

 
(100,974)

 
58,303

 
1,575

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
72,916

 
211,985

 
208,449

 
121,366

 
78,278

 
32,170

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
3

 
13,199

 
387,980

 
0

 
0

 
Transfers for contract benefits and terminations
 
(6,913)

 
(46,182)

 
(4,633)

 
(34,696)

 
(3,781)

 
(4,056)

 
Net transfers
 
(1,519,947)

 
0

 
(755,492)

 
1,569

 
(54,323)

 
(57,697)

 
Contract maintenance charges
 
(108)

 
(602)

 
(289)

 
(409)

 
(441)

 
(469)

 
Other, net
 
0

 
146

 
(9)

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(1,526,968)

 
(46,635)

 
(747,224)

 
354,444

 
(58,545)

 
(62,222)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(1,454,052)

 
165,350

 
(538,775)

 
475,810

 
19,733

 
(30,052)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
1,483,231

 
1,317,881

 
1,236,537

 
760,727

 
262,994

 
293,046

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
29,179

 
$
1,483,231

 
$
697,762

 
$
1,236,537

 
$
282,727

 
$
262,994

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
26

 
97,150

 
6,198

 
95,435

 
748

 
25,284

 
Units redeemed
 
(95,200)

 
(121,791)

 
(60,251)

 
(81,188)

 
(4,655)

 
(23,681)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(95,174)

 
(24,641)

 
(54,053)

 
14,247

 
(3,907)

 
1,603

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
NEUBERGER BERMAN AMT SMALL CAP GROWTH PORTFOLIO
 
NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO
 
PIMCO VIT HIGH YIELD PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
 
$
(92
)
 
$
109

 
$
5

 
$
25,889

 
$
15,408

 
Net realized gain on investments
 
3,297

 
2,670

 
3,145

 
2,427

 
3,427

 
5,273

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
11,981

 
3,462

 
3,298

 
2,563

 
(3,318)

 
10,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
15,278

 
6,040

 
6,552

 
4,995

 
25,998

 
31,211

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
1,738

 
(83)

 
 
 
1,651

 
12,578

 
20,635

 
Transfers for contract benefits and terminations
 
(1,371)

 
(1,078)

 
(16,947)

 
(812)

 
(130,357)

 
(11,301)

 
Net transfers
 
(10,998)

 
(12,477)

 
(3,456)

 
(3,600)

 
87,348

 
208,676

 
Contract maintenance charges
 
(42)

 
(62)

 
(28)

 
(45)

 
(359)

 
(265)

 
Other, net
 
0

 
0

 
0

 
0

 
(119)

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(10,673)

 
(13,700)

 
(20,431)

 
(2,806)

 
(30,909)

 
217,745

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
4,605

 
(7,660)

 
(13,879)

 
2,189

 
(4,911)

 
248,956

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
37,190

 
44,850

 
31,533

 
29,344

 
454,901

 
205,945

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
41,795

 
$
37,190

 
$
17,654

 
$
31,533

 
$
449,990

 
$
454,901

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
552

 
23,554

 
80

 
8,438

 
8,995

 
152,342

 
Units redeemed
 
(1,296)

 
(25,019)

 
(1,185)

 
(8,957)

 
(10,564)

 
(141,479)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(744)

 
(1,465)

 
(1,105)

 
(519)

 
(1,569)

 
10,863

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
PIMCO VIT LOW DURATION PORTFOLIO
 
PIMCO VIT REAL RETURN PORTFOLIO
 
PIMCO VIT TOTAL RETURN PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
$
65,643

 
$
69,055

 
$
21,937

 
$
16,013

 
$
185,837

 
$
122,853

 
Net realized gain (loss) on investments
 
63,216

 
95,892

 
(9,795)

 
245,084

 
117,199

 
259,901

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
(130,094)

 
33,608

 
(137,604)

 
(114,221)

 
(475,123)

 
74,367

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
(1,235)

 
198,555

 
(125,462)

 
146,876

 
(172,087)

 
457,121

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
1,803,573

 
82,409

 
49,113

 
164,413

 
2,645,390

 
Transfers for contract benefits and terminations
 
(1,291,195)

 
(657,196)

 
(150,783)

 
(462,937)

 
(101,756)

 
(122,217)

 
Net transfers
 
(1,557,414)

 
2,897,035

 
210,533

 
(239,569)

 
287,969

 
845,083

 
Contract maintenance charges
 
(4,245)

 
(3,371)

 
(836)

 
(1,586)

 
(2,828)

 
(1,793)

 
Other, net
 
0

 
0

 
(687)

 
0

 
(1,146)

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(2,852,854)

 
4,040,041

 
140,636

 
(654,979)

 
346,652

 
3,366,463

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
(2,854,089)

 
4,238,596

 
15,174

 
(508,103)

 
174,565

 
3,823,584

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
7,143,921

 
2,905,325

 
1,180,655

 
1,688,758

 
8,250,419

 
4,426,835

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
4,289,832

 
$
7,143,921

 
$
1,195,829

 
$
1,180,655

 
$
8,424,984

 
$
8,250,419

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
127,922

 
871,033

 
41,424

 
124,190

 
73,165

 
609,144

 
Units redeemed
 
(323,489)

 
(598,383)

 
(33,738)

 
(171,401)

 
(53,847)

 
(434,247)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
(195,567)

 
272,650

 
7,686

 
(47,211)

 
19,318

 
174,897

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
PUTNAM VT EQUITY INCOME FUND
 
PUTNAM VT GLOBAL HEALTH CARE FUND
 
PUTNAM VT HIGH YIELD FUND
 
 
 
2013
 
2012
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
4,260

 
$
3,436

 
$
(4
)
 
$
7,306

 
$
3,896

 
Net realized gain on investments
 
17,753

 
3,158

 
2,780

 
639

 
1,364

 
Change in net unrealized appreciation
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
36,176

 
18,789

 
(1,426)

 
180

 
2,536

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
58,189

 
25,383

 
1,350

 
8,125

 
7,796

 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
20,149

 
20,119

 
 
 
6,599

 
6,600

 
Transfers for contract benefits and terminations
 
(5,470)

 
(4,392)

 
 
 
(2,071)

 
(1,424)

 
Net transfers
 
(16,850)

 
29,993

 
(81,573)

 
31,745

 
55,974

 
Contract maintenance charges
 
(195)

 
(182)

 
 
 
(58)

 
(51)

 
Other, net
 
0

 
0

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
(2,366)

 
45,538

 
(81,573)

 
36,215

 
61,099

 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
55,823

 
70,921

 
(80,223)

 
44,340

 
68,895

 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
169,469

 
98,548

 
80,223

 
73,821

 
4,926

 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
225,292

 
$
169,469

 
$
0

 
$
118,161

 
$
73,821

 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
2,973

 
17,109

 
0

 
2,746

 
13,674

 
Units redeemed
 
(2,958)

 
(14,309)

 
(8,221)

 
(777)

 
(9,899)

 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
15

 
2,800

 
(8,221)

 
1,969

 
3,775

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For the period January 1, 2012 to October 12, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
(Continued)






COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
PUTNAM VT INTERNATIONAL GROWTH FUND
 
ROYCE CAPITAL FUND - MICRO-CAP PORTFOLIO
 
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
 
 
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
364

 
$
379

 
$
729

 
$
(1,138
)
 
$
9,012

 
$
(1,720
)
 
Net realized gain (loss) on investments
 
78

 
(466)

 
(13,765)

 
38,716

 
93,084

 
276,438

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
 
 
 
 
   on investments
 
5,343

 
5,348

 
57,016

 
9,881

 
182,586

 
(174,157)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
 
 
 
 
   from operations
 
5,785

 
5,261

 
43,980

 
47,459

 
284,682

 
100,561

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase payments received
 
1,462

 
1,351

 
 
 
60,928

 
44,622

 
643,910

 
Transfers for contract benefits and terminations
 
(3,076)

 
(2,521)

 
(44,113)

 
(22,669)

 
(9,483)

 
(275,997)

 
Net transfers
 
3,610

 
(7,483)

 
(265,848)

 
(282,445)

 
(159,933)

 
(483,969)

 
Contract maintenance charges
 
(25)

 
(24)

 
(154)

 
(320)

 
(382)

 
(766)

 
Other, net
 
(84)

 
0

 
(340)

 
0

 
0

 
0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
 
 
 
 
   contract transactions
 
1,887

 
(8,677)

 
(310,455)

 
(244,506)

 
(125,176)

 
(116,822)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
7,672

 
(3,416)

 
(266,475)

 
(197,047)

 
159,506

 
(16,261)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
23,396

 
26,812

 
492,449

 
689,496

 
882,348

 
898,609

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
31,068

 
$
23,396

 
$
225,974

 
$
492,449

 
$
1,041,854

 
$
882,348

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued
 
418

 
1,928

 
5,699

 
79,960

 
6,030

 
80,346

 
Units redeemed
 
(301)

 
(2,498)

 
(31,979)

 
(102,599)

 
(14,385)

 
(91,324)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
117

 
(570)

 
(26,280)

 
(22,639)

 
(8,355)

 
(10,978)

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







COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
 
 
 
 
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT DIVISIONS
 
 
 
VAN ECK VIP EMERGING MARKETS FUND
 
VAN ECK VIP GLOBAL HARD ASSETS FUND
 
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCREASE (DECREASE) IN NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATIONS:
 
 
 
 
 
 
 
 
 
Net investment income (loss)
 
$
334

 
$
(54
)
 
$
3,456

 
$
714

 
Net realized gain (loss) on investments
 
144

 
26

 
(1,372)

 
(31,874)

 
Change in net unrealized appreciation (depreciation)
 
 
 
 
 
 
 
 
 
   on investments
 
2,637

 
4,334

 
46,376

 
49,352

 
 
 
 
 
 
 
 
 
 
 
Increase in net assets resulting
 
 
 
 
 
 
 
 
 
   from operations
 
3,115

 
4,306

 
48,460

 
18,192

 
 
 
 
 
 
 
 
 
 
CONTRACT TRANSACTIONS:
 
 
 
 
 
 
 
 
 
Purchase payments received
 
0

 
0

 
63,176

 
9,405

 
Transfers for contract benefits and terminations
 
(732)

 
(275)

 
(31,529)

 
(10,791)

 
Net transfers
 
8,999

 
5,000

 
388,008

 
(178,385)

 
Contract maintenance charges
 
(4)

 
(2)

 
(229)

 
(185)

 
Other, net
 
0

 
0

 
(191)

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in net assets resulting from
 
 
 
 
 
 
 
 
 
   contract transactions
 
8,263

 
4,723

 
419,235

 
(179,956)

 
 
 
 
 
 
 
 
 
 
 
Total increase (decrease) in net assets
 
11,378

 
9,029

 
467,695

 
(161,764)

 
 
 
 
 
 
 
 
 
 
NET ASSETS:
 
 
 
 
 
 
 
 
 
Beginning of period
 
21,536

 
12,507

 
173,444

 
335,208

 
 
 
 
 
 
 
 
 
 
 
End of period
 
$
32,914

 
$
21,536

 
$
641,139

 
$
173,444

 
 
 
 
 
 
 
 
 
 
CHANGES IN UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
Units issued
 
235

 
1,164

 
9,636

 
7,929

 
Units redeemed
 
(21)

 
(2,214)

 
(3,531)

 
(35,252)

 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease)
 
214

 
(1,050)

 
6,105

 
(27,323)

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







COLI VUL-2 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
 
 
 
 
 
1.
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The COLI VUL-2 Series Account (the Series Account), a variable life separate account of Great-West Life & Annuity Insurance Company (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 Colorado Division of Insurance. The Series Account is a funding vehicle for variable life insurance policies. 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 transparency 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. The three levels are defined as follows:
Level 1 - Valuations based on unadjusted quoted prices for identical securities in active markets.
Level 2 - Valuations based on either directly or indirectly observable inputs other than quoted prices included in Level 1. These may include quoted prices for similar assets in active markets.
Level 3 - Valuations based on inputs that are unobservable and significant to the fair value measurement 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, 2013, 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.

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.

Other, net

The amounts reported as Other, net on the Statement of Changes in Net Assets of the applicable Investment Divisions consist of Loans from participant accounts and Loan repayments to participant accounts.

2.
PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2013 were as follows:

Investment Division
 
Purchases
 
Sales
Alger Small Cap Growth Portfolio
 
$
355,798

 
$
90,304

American Century Investments VP Income & Growth Fund
 
543

 
5,187

American Century Investments VP International Fund
 
9,646

 
44,041

American Century Investments VP Ultra Fund
 
73,259

 
62,147

American Century Investments VP Value Fund
 
88,060

 
108,809

American Century Investments VP Vista Fund
 
25,896

 
15,214

American Funds IS Global Small Capitalization Fund
 
42,039

 
38,682

American Funds IS Growth Fund
 
992,128

 
2,285,574

American Funds IS International Fund
 
341,396

 
428,746

American Funds IS New World Fund
 
676,372

 
76,707

Columbia Variable Portfolio - Small Cap Value Fund
 
59,457

 
76,478

Davis Financial Portfolio
 
11,116

 
16,628

Davis Value Portfolio
 
68,486

 
103,281

Dreyfus IP Technology Growth Portfolio
 
13,854

 
36,083

Dreyfus Stock Index Fund
 
13,066,587

 
2,565,795

Dreyfus VIF Appreciation Portfolio
 
15,210

 
16,027

Dreyfus VIF International Equity Portfolio
 
89,332

 
14,691

DWS Global Small Cap Growth VIP
 
41,128

 
47,989

DWS High Income VIP
 
23,296

 
887

DWS Large Cap Value VIP
 
115,633

 
175,039

DWS Small Cap Index VIP
 
1,917,307

 
180,087

DWS Small Mid Cap Value VIP
 
983,954

 
1,097,679






Investment Division
 
Purchases
 
Sales
Federated High Income Bond Fund II
 
$
3,199

 
$
21,601

Federated Kaufmann Fund II
 
9,539

 
22,272

Fidelity VIP Contrafund Portfolio
 
387,255

 
1,492,606

Fidelity VIP Growth Portfolio
 
398,687

 
551,368

Fidelity VIP Investment Grade Bond Portfolio
 
338,968

 
323,155

Fidelity VIP Mid Cap Portfolio
 
236,877

 
1,188,481

Great-West Aggressive Profile I Fund
 
167,066

 
183,896

Great-West Ariel Midcap Value Fund
 
1,015,429

 
101,054

Great-West Ariel Small-Cap Value Fund
 
13,473

 
1,086,271

Great-West Bond Index Fund
 
1,900,171

 
58,347

Great-West Conservative Profile I Fund
 
182,658

 
185,152

Great-West Invesco ADR Fund
 
17,047

 
233,888

Great-West Lifetime 2015 Fund II
 
91

 
1,619

Great-West Lifetime 2025 Fund II
 
33,141

 
4,608

Great-West Lifetime 2045 Fund II
 
762

 
450

Great-West Loomis Sayles Bond Fund
 
505,909

 
2,179,960

Great-West Loomis Sayles Small-Cap Value Fund
 
514,630

 
891,886

Great-West MFS International Value Fund
 
2,545,413

 
388,156

Great-West Moderate Profile I Fund
 
118,163

 
114,811

Great-West Moderately Aggressive Profile I Fund
 
157,342

 
132,564

Great-West Moderately Conservative Porfile I Fund
 
149,997

 
91,650

Great-West Money Market Fund
 
6,848,348

 
7,113,645

Great-West Mulit-Manager Large Cap Growth Fund
 
49,041

 
15,501

Great-West Short Duration Bond Fund
 
462,240

 
1,515,818

Great-West Small-Cap Growth Fund
 
24,426

 
4,205

Great-West T. Rowe Price Equity/Income Fund
 
1,517,664

 
308,394

Great-West T. Rowe Price Midcap Growth Fund
 
1,329,447

 
2,724,110

Great-West Templeton Global Bond Fund
 
858,018

 
108,983

Great-West U. S. Government Mortgage Sercurities Fund
 
492,100

 
478,133

Invesco V.I. Core Equity Fund
 
23,556

 
114,106

Invesco V.I. Dividend Growth Fund
 
16,392

 
7,942

Invesco V.I. Global Health Care Fund
 
25,521

 
122,624

Invesco V.I. Global Real Estate Fund
 
878,044

 
179,751

Invesco V.I. International Growth Fund
 
1,799,832

 
170,846

Invesco V.I. Mid Cap Core Equity Fund
 
121,228

 
78,361

Invesco V.I. Technology Fund
 
16,537

 
38,426

Janus Aspen Balanced Portfolio
 
272,133

 
112,608

Janus Aspen Flexible Bond Portfolio
 
726,714

 
1,603,231

Janus Aspen Forty Portfolio
 
624,029

 
1,427,775

Janus Aspen Global Technology Portfolio
 
11,583

 
22,169

Janus Aspen Overseas Portfolio
 
165,906

 
2,712,251

Janus Aspen Worldwide Portfolio
 
380,545

 
395,782

Neuberger Berman AMT Guardian Portfolio
 
68,291

 
1,770,319

Neuberger Berman AMT Large Cap Value Portfolio
 
320

 
1,526,968

Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio
 
105,753

 
845,551






Investment Division
 
Purchases
 
Sales
Neuberger Berman AMT Mid Cap Portfolio
 
$
9,171

 
$
67,716

Neuberger Berman AMT Small Cap Growth Portfolio
 
6,813

 
17,486

Neuberger Berman AMT Socially Responsive Portfolio
 
1,638

 
21,960

Pimco VIT High Yield Portfolio
 
193,611

 
198,631

Pimco VIT Low Duration Portfolio
 
1,910,135

 
4,697,346

Pimco VIT Real Return Portfolio
 
726,673

 
554,611

Pimco VIT Total Return Portfolio
 
1,486,291

 
879,546

Putnam VT Equity Income Fund
 
56,187

 
54,293

Putnam VT High Yield Fund
 
57,434

 
13,913

Putnam VT International Growth Fund
 
7,267

 
5,016

Royce Capital Fund - Micro-Cap Portfolio
 
72,385

 
376,332

Royce Capital Fund - Small-Cap Portfolio
 
142,367

 
206,126

Van Eck VIP Emerging Markets Fund
 
9,334

 
737

Van Eck VIP Global Hard Assets Fund
 
663,615

 
231,044



3.
EXPENSES AND RELATED PARTY TRANSACTIONS

Cost of Insurance

The Company deducts from each participant’s account an amount to pay for the insurance provided on each life. This charge varies based on individual characteristics of the policy holder and is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Charges Incurred for Partial Surrenders

The Company deducts from each participant’s account a maximum administrative fee of $25 for all partial withdrawals after the first made during the same policy 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.

Charges Incurred for Change of Death Benefit Option Fee

The Company deducts from each participant’s account a maximum fee of $100 for each change of death benefit option. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Transfer Fees

The Company deducts from each participant’s account a fee of $10 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.

Service Charge

The Company deducts from each participant’s account an amount equal to a maximum of $15 per month. This charge compensates the Company for certain administrative costs and is recorded as Contract maintenance charges on the Statement of Changes in Net Assets of the applicable Investment Divisions.






Expense Charges Applied to Premium

The Company deducts a maximum charge of 10% from each premium payment received. A maximum of 6.5% of this charge will be deducted as sales load to compensate the Company in part for sales and promotional expenses in connection with selling the Policies. A maximum of 3.5% of this charge will be used to cover premium taxes and certain federal income tax obligations resulting from the receipt of premiums. This charge is netted with Purchase payments received on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Supplemental Benefit Charges

The Company deducts from each participant’s account an amount to pay for certain riders selected by the policy holder. This charge varies based on individual characteristics of the policy holder when the rider is added to the policy and is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Related Party Transactions

Great-West Funds, Inc., funds of which are underlying certain Investment Divisions, is a registered investment company affiliated with the Company. Great-West Capital Management, LLC (GWCM), a wholly owned subsidiary of the Company, serves as investment adviser to Great-West Funds, Inc. Fees are assessed against the average daily net assets of the portfolios of Great-West Funds, Inc. to compensate GWCM for investment advisory services.

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 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 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 October 2012, all bands have been merged into one band for reporting purposes. The Series Account was moved to a new recordkeeping system which allows mortality and expense risk charges to be tracked at the plan level. As a result, it is no longer necessary to use multiple expense bands to capture the range of mortality and expense risks being charged to the Series Account.






 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 SMALL CAP GROWTH PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/12/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
4
 
$
122.93

to
$
122.93

 
                 446
 
0.00
%
 
0.00
%
to
0.00
%
 
34.23
 %
to
34.23
 %
   2012
 
1
 
$
91.58

to
$
91.58

 
                  135
 
0.00
%
 
0.00
%
to
0.25
%
 
12.09
 %
to
12.09
 %
   2011
 
3
 
$
15.80

to
$
15.87

 
                    43
 
0.00
%
 
0.25
%
to
0.40
%
 
(3.54
)%
to
(3.41
)%
   2010
 
0
*
$
16.38

to
$
16.43

 
                      8
 
0.00
%
 
0.25
%
to
0.40
%
 
24.75
 %
to
25.04
 %
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
2
 
$
16.74

to
$
16.74

 
                    25
 
2.20
%
 
0.00
%
to
0.00
%
 
35.77
 %
to
35.77
 %
   2012
 
2
 
$
12.33

to
$
12.33

 
                    23
 
1.19
%
 
0.00
%
to
0.25
%
 
14.29
 %
to
14.29
 %
   2011
 
2
 
$
11.00

to
$
11.00

 
                    24
 
1.54
%
 
0.25
%
to
0.25
%
 
2.90
 %
to
2.90
 %
   2010
 
3
 
$
11.34

to
$
10.69

 
                    27
 
1.50
%
 
0.25
%
to
0.40
%
 
13.63
 %
to
13.84
 %
   2009
 
3
 
$
9.98

to
$
9.39

 
                    28
 
4.94
%
 
0.25
%
to
0.40
%
 
17.69
 %
to
17.82
 %
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
45
 
$
12.24

to
$
12.24

 
                 556
 
1.73
%
 
0.00
%
to
0.00
%
 
22.40
 %
to
22.40
 %
   2012
 
49
 
$
10.00

to
$
10.00

 
                 493
 
0.45
%
 
0.00
%
to
0.25
%
 
18.91
 %
to
18.91
 %
   2011
 
35
 
$
12.40

to
$
12.40

 
                 432
 
1.34
%
 
0.25
%
to
0.25
%
 
(12.24
)%
to
(12.24
)%
   2010
 
30
 
$
13.17

to
$
14.13

 
                 422
 
2.05
%
 
0.25
%
to
0.40
%
 
12.85
 %
to
12.95
 %
   2009
 
27
 
$
11.67

to
$
12.51

 
                 343
 
2.03
%
 
0.25
%
to
0.40
%
 
33.22
 %
to
33.51
 %
AMERICAN CENTURY INVESTMENTS VP ULTRA FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/19/2002)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
2
 
$
18.87

to
$
18.87

 
                    36
 
0.28
%
 
0.00
%
to
0.00
%
 
37.14
 %
to
37.14
 %
   2012
 
1
 
$
13.76

to
$
13.76

 
                     12
 
0.00
%
 
0.00
%
to
0.25
%
 
13.97
 %
to
13.97
 %
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
23
 
$
30.81

to
$
30.81

 
                  719
 
1.66
%
 
0.00
%
to
0.00
%
 
31.72
 %
to
31.72
 %
   2012
 
25
 
$
23.39

to
$
23.39

 
                 578
 
1.10
%
 
0.00
%
to
0.40
%
 
13.81
 %
to
13.92
 %
   2011
 
37
 
$
19.21

to
$
11.79

 
                 452
 
2.05
%
 
0.25
%
to
0.40
%
 
0.58
 %
to
0.77
 %
   2010
 
38
 
$
19.10

to
$
11.70

 
                 455
 
2.25
%
 
0.25
%
to
0.40
%
 
13.02
 %
to
13.15
 %
   2009
 
37
 
$
16.90

to
$
10.34

 
                 388
 
4.88
%
 
0.25
%
to
0.40
%
 
19.35
 %
to
19.54
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)
 





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 VISTA FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/02/2005)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
7
 
$
18.87

to
$
18.87

 
                  128
 
0.00
%
 
0.00
%
to
0.00
%
 
30.14
 %
to
30.14
 %
   2012
 
6
 
$
14.50

to
$
14.50

 
                    88
 
0.00
%
 
0.00
%
to
0.40
%
 
15.22
 %
to
15.22
 %
   2011
 
7
 
$
12.21

to
$
12.21

 
                    82
 
0.00
%
 
0.40
%
to
0.40
%
 
(8.26
)%
to
(8.26
)%
   2010
 
73
 
$
13.31

to
$
13.42

 
                 976
 
0.00
%
 
0.25
%
to
0.40
%
 
23.35
 %
to
23.57
 %
   2009
 
74
 
$
10.79

to
$
10.86

 
                 800
 
0.00
%
 
0.25
%
to
0.40
%
 
22.06
 %
to
22.16
 %
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/05/2008)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
9
 
$
12.18

to
$
12.18

 
                   114
 
0.84
%
 
0.00
%
to
0.00
%
 
28.35
 %
to
28.35
 %
   2012
 
9
 
$
9.49

to
$
9.49

 
                    88
 
0.68
%
 
0.00
%
to
0.40
%
 
16.68
 %
to
16.98
 %
   2011
 
8
 
$
7.92

to
$
13.34

 
                    67
 
1.32
%
 
0.25
%
to
0.40
%
 
(19.43
)%
to
(19.35
)%
   2010
 
3
 
$
9.83

to
$
16.54

 
                    29
 
1.96
%
 
0.25
%
to
0.40
%
 
21.96
 %
to
22.07
 %
   2009
 
1
 
$
8.06

to
$
13.55

 
                      8
 
0.42
%
 
0.25
%
to
0.40
%
 
60.56
 %
to
35.50
 %
AMERICAN FUNDS IS GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/05/2008)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
155
 
$
15.04

to
$
15.04

 
              2,332
 
0.79
%
 
0.00
%
to
0.00
%
 
30.10
 %
to
30.10
 %
   2012
 
251
 
$
11.56

to
$
11.56

 
              2,908
 
0.47
%
 
0.00
%
to
0.40
%
 
16.78
 %
to
16.89
 %
   2011
 
125
 
$
9.09

to
$
14.74

 
               1,747
 
0.76
%
 
0.25
%
to
0.40
%
 
(4.62
)%
to
(4.47
)%
   2010
 
73
 
$
9.53

to
$
15.43

 
                 967
 
0.73
%
 
0.25
%
to
0.40
%
 
18.24
 %
to
18.33
 %
   2009
 
75
 
$
8.06

to
$
13.04

 
                 835
 
0.65
%
 
0.25
%
to
0.40
%
 
38.73
 %
to
30.40
 %
AMERICAN FUNDS IS INTERNATIONAL FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/05/2008)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
164
 
$
11.36

to
$
11.36

 
               1,860
 
1.40
%
 
0.00
%
to
0.00
%
 
21.63
 %
to
21.63
 %
   2012
 
174
 
$
9.34

to
$
9.34

 
               1,626
 
1.48
%
 
0.00
%
to
0.40
%
 
16.38
 %
to
16.47
 %
   2011
 
18
 
$
7.80

to
$
11.90

 
                  146
 
1.65
%
 
0.25
%
to
0.40
%
 
(14.38
)%
to
(14.20
)%
   2010
 
20
 
$
9.11

to
$
13.87

 
                  182
 
2.11
%
 
0.25
%
to
0.40
%
 
6.80
 %
to
6.94
 %
   2009
 
18
 
$
8.53

to
$
12.97

 
                  158
 
2.25
%
 
0.25
%
to
0.40
%
 
42.64
 %
to
29.70
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 FUNDS IS NEW WORLD FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/24/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
52
 
$
18.78

to
$
18.78

 
                 983
 
1.51
%
 
0.00
%
to
0.00
%
 
11.39
 %
to
11.39
 %
   2012
 
18
 
$
16.86

to
$
16.86

 
                 307
 
0.66
%
 
0.00
%
to
0.40
%
 
16.40
 %
to
16.57
 %
   2011
 
3
 
$
14.16

to
$
14.21

 
                     41
 
0.87
%
 
0.25
%
to
0.40
%
 
(14.29
)%
to
(14.19
)%
   2010
 
13
 
$
16.52

to
$
16.56

 
                  216
 
1.49
%
 
0.25
%
to
0.40
%
 
17.41
 %
to
17.61
 %
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/12/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
12
 
$
22.35

to
$
22.35

 
                  271
 
1.03
%
 
0.00
%
to
0.00
%
 
34.23
 %
to
34.23
 %
   2012
 
13
 
$
16.65

to
$
16.65

 
                 223
 
0.24
%
 
0.00
%
to
0.40
%
 
10.15
 %
to
10.25
 %
   2011
 
0
*
$
14.79

to
$
14.85

 
                      6
 
1.44
%
 
0.25
%
to
0.40
%
 
(6.33
)%
to
(6.19
)%
   2010
 
1
 
$
15.79

to
$
15.83

 
                    23
 
0.42
%
 
0.25
%
to
0.40
%
 
26.22
 %
to
26.44
 %
DAVIS FINANCIAL PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/02/2005)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
2
 
$
15.34

to
$
15.34

 
                    32
 
0.61
%
 
0.00
%
to
0.00
%
 
31.22
 %
to
31.22
 %
   2012
 
3
 
$
11.69

to
$
11.69

 
                    30
 
1.05
%
 
0.00
%
to
0.25
%
 
17.25
 %
to
17.25
 %
   2011
 
5
 
$
9.67

to
$
9.67

 
                    44
 
0.86
%
 
0.25
%
to
0.25
%
 
(8.25
)%
to
(8.25
)%
   2010
 
7
 
$
10.45

to
$
10.54

 
                    69
 
0.97
%
 
0.25
%
to
0.40
%
 
10.70
 %
to
10.83
 %
   2009
 
2
 
$
9.44

to
$
9.51

 
                    22
 
1.27
%
 
0.25
%
to
0.40
%
 
40.69
 %
to
40.89
 %
DAVIS VALUE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/02/2005)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
17
 
$
17.07

to
$
17.07

 
                 294
 
0.87
%
 
0.00
%
to
0.00
%
 
33.46
 %
to
33.46
 %
   2012
 
21
 
$
12.79

to
$
12.79

 
                 272
 
1.02
%
 
0.00
%
to
0.40
%
 
11.94
 %
to
12.10
 %
   2011
 
15
 
$
11.01

to
$
11.12

 
                   171
 
0.63
%
 
0.25
%
to
0.40
%
 
(4.59
)%
to
(4.47
)%
   2010
 
19
 
$
11.54

to
$
11.64

 
                  219
 
1.66
%
 
0.25
%
to
0.40
%
 
12.37
 %
to
12.46
 %
   2009
 
14
 
$
10.27

to
$
10.35

 
                  143
 
1.27
%
 
0.25
%
to
0.40
%
 
30.66
 %
to
30.85
 %
DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/02/2005)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
1
 
$
23.61

to
$
23.61

 
                    29
 
0.00
%
 
0.00
%
to
0.00
%
 
32.86
 %
to
32.86
 %
   2012
 
2
 
$
17.77

to
$
17.77

 
                    42
 
0.00
%
 
0.00
%
to
0.25
%
 
16.27
 %
to
16.27
 %
   2011
 
6
 
$
15.12

to
$
15.12

 
                 433
 
0.00
%
 
0.25
%
to
0.25
%
 
(7.97
)%
to
(7.97
)%
   2010
 
27
 
$
16.29

to
$
16.43

 
                 433
 
0.00
%
 
0.25
%
to
0.40
%
 
29.39
 %
to
29.57
 %
   2009
 
8
 
$
12.59

to
$
12.68

 
                  106
 
0.44
%
 
0.25
%
to
0.40
%
 
56.98
 %
to
57.32
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
DREYFUS STOCK INDEX FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
1,125
 
$
15.87

to
$
15.87

 
            17,859
 
1.90
%
 
0.00
%
to
0.00
%
 
32.03
 %
to
32.03
 %
   2012
 
322
 
$
12.02

to
$
12.02

 
              3,870
 
1.12
%
 
0.00
%
to
0.40
%
 
15.21
 %
to
15.26
 %
   2011
 
370
 
$
11.35

to
$
11.69

 
              4,295
 
1.83
%
 
0.25
%
to
0.40
%
 
1.43
 %
to
1.65
 %
   2010
 
459
 
$
11.19

to
$
11.50

 
               5,261
 
1.81
%
 
0.25
%
to
0.40
%
 
14.42
 %
to
14.54
 %
   2009
 
523
 
$
9.78

to
$
10.04

 
              5,223
 
2.06
%
 
0.25
%
to
0.40
%
 
25.87
 %
to
25.97
 %
DREYFUS VIF APPRECIATION PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
10
 
$
77.26

to
$
77.26

 
                 756
 
1.95
%
 
0.00
%
to
0.00
%
 
21.10
 %
to
21.10
 %
   2012
 
10
 
$
63.80

to
$
63.80

 
                 638
 
2.07
%
 
0.00
%
to
0.25
%
 
10.04
 %
to
10.04
 %
   2011
 
42
 
$
13.98

to
$
13.98

 
                 586
 
1.67
%
 
0.25
%
to
0.25
%
 
8.79
 %
to
8.79
 %
   2010
 
45
 
$
13.04

to
$
12.85

 
                 580
 
2.10
%
 
0.25
%
to
0.40
%
 
14.89
 %
to
15.04
 %
   2009
 
45
 
$
11.35

to
$
11.17

 
                 506
 
2.46
%
 
0.25
%
to
0.40
%
 
22.04
 %
to
22.21
 %
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
6
 
$
20.11

to
$
20.11

 
                  126
 
0.99
%
 
0.00
%
to
0.00
%
 
17.74
 %
to
17.74
 %
   2012
 
2
 
$
17.08

to
$
17.08

 
                    39
 
0.30
%
 
0.00
%
to
0.40
%
 
21.11
 %
to
21.31
 %
   2011
 
8
 
$
11.14

to
$
11.25

 
                    88
 
2.14
%
 
0.25
%
to
0.40
%
 
(14.96
)%
to
(14.90
)%
   2010
 
6
 
$
13.10

to
$
13.22

 
                     81
 
1.92
%
 
0.25
%
to
0.40
%
 
9.53
 %
to
9.80
 %
   2009
 
11
 
$
11.96

to
$
12.04

 
                  137
 
3.61
%
 
0.25
%
to
0.40
%
 
24.84
 %
to
24.90
 %
DWS GLOBAL SMALL CAP GROWTH VIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/02/2005)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
4
 
$
21.15

to
$
21.15

 
                    80
 
0.61
%
 
0.00
%
to
0.00
%
 
35.93
 %
to
35.93
 %
   2012
 
5
 
$
15.56

to
$
15.56

 
                     71
 
0.37
%
 
0.00
%
to
0.40
%
 
14.50
 %
to
14.63
 %
   2011
 
16
 
$
13.13

to
$
13.26

 
                  216
 
1.43
%
 
0.25
%
to
0.40
%
 
(10.25
)%
to
(10.16
)%
   2010
 
35
 
$
14.63

to
$
14.76

 
                  514
 
0.38
%
 
0.25
%
to
0.40
%
 
26.12
 %
to
26.37
 %
   2009
 
45
 
$
11.60

to
$
11.68

 
                 523
 
1.66
%
 
0.25
%
to
0.40
%
 
47.58
 %
to
47.85
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
DWS HIGH INCOME VIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/25/2007)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
5
 
$
15.61

to
$
15.61

 
                    80
 
6.73
%
 
0.00
%
to
0.00
%
 
7.88
 %
to
7.88
 %
   2012
 
4
 
$
14.47

to
$
14.47

 
                    57
 
0.00
%
 
0.00
%
to
0.40
%
 
14.41
 %
to
14.41
 %
   2011
 
0
*
$
12.04

to
$
12.04

 
                      5
 
8.64
%
 
0.40
%
to
0.40
%
 
3.53
 %
to
3.53
 %
   2010
 
5
 
$
11.63

to
$
11.70

 
                    53
 
4.86
%
 
0.25
%
to
0.40
%
 
13.57
 %
to
13.70
 %
   2009
 
0
*
$
10.24

to
$
10.29

 
                      5
 
0.00
%
 
0.25
%
to
0.40
%
 
39.32
 %
to
39.62
 %
DWS LARGE CAP VALUE VIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/02/2005)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
11
 
$
13.32

to
$
13.32

 
                  146
 
1.75
%
 
0.00
%
to
0.00
%
 
30.97
 %
to
30.97
 %
   2012
 
17
 
$
10.17

to
$
10.17

 
                  172
 
0.67
%
 
0.00
%
to
0.40
%
 
2.72
 %
to
3.92
 %
   2011
 
47
 
$
9.41

to
$
9.50

 
                 447
 
1.57
%
 
0.25
%
to
0.40
%
 
 %
to
0.11
 %
   2010
 
56
 
$
9.41

to
$
9.49

 
                 530
 
0.36
%
 
0.25
%
to
0.40
%
 
12.02
 %
to
12.17
 %
   2009
 
43
 
$
8.40

to
$
8.46

 
                 365
 
4.07
%
 
0.25
%
to
0.40
%
 
24.81
 %
to
24.96
 %
DWS SMALL CAP INDEX VIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/25/2007)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
140
 
$
17.69

to
$
17.69

 
               2,481
 
1.62
%
 
0.00
%
to
0.00
%
 
38.64
 %
to
38.64
 %
   2012
 
19
 
$
12.76

to
$
12.76

 
                 248
 
0.28
%
 
0.00
%
to
0.40
%
 
15.17
 %
to
15.41
 %
   2011
 
22
 
$
9.17

to
$
9.23

 
                  201
 
0.41
%
 
0.25
%
to
0.40
%
 
(4.78
)%
to
(4.75
)%
   2010
 
12
 
$
9.63

to
$
9.69

 
                   114
 
0.97
%
 
0.25
%
to
0.40
%
 
25.88
 %
to
26.17
 %
   2009
 
9
 
$
7.65

to
$
7.68

 
                    66
 
0.96
%
 
0.25
%
to
0.40
%
 
26.03
 %
to
26.32
 %
DWS SMALL MID CAP VALUE VIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/01/2006)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
92
 
$
19.79

to
$
19.79

 
                1,817
 
1.07
%
 
0.00
%
to
0.00
%
 
35.18
 %
to
35.18
 %
   2012
 
100
 
$
14.64

to
$
14.64

 
               1,463
 
0.64
%
 
0.00
%
to
0.40
%
 
13.09
 %
to
13.29
 %
   2011
 
109
 
$
10.72

to
$
10.81

 
                1,179
 
1.02
%
 
0.25
%
to
0.40
%
 
(6.38
)%
to
(6.33
)%
   2010
 
84
 
$
11.45

to
$
11.54

 
                 966
 
1.26
%
 
0.25
%
to
0.40
%
 
22.59
 %
to
22.77
 %
   2009
 
83
 
$
9.34

to
$
9.40

 
                 779
 
1.60
%
 
0.25
%
to
0.40
%
 
29.18
 %
to
29.48
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 HIGH INCOME BOND FUND II
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
1
 
$
24.88

to
$
24.88

 
                    27
 
8.99
%
 
0.00
%
to
0.00
%
 
7.01
 %
to
7.01
 %
   2012
 
2
 
$
23.25

to
$
23.25

 
                    46
 
4.15
%
 
0.00
%
to
0.25
%
 
14.00
 %
to
14.00
 %
   2011
 
3
 
$
15.80

to
$
15.80

 
                     41
 
9.16
%
 
0.25
%
to
0.25
%
 
4.91
 %
to
4.91
 %
   2010
 
3
 
$
18.87

to
$
15.06

 
                    45
 
8.12
%
 
0.25
%
to
0.40
%
 
14.29
 %
to
14.44
 %
   2009
 
3
 
$
16.51

to
$
13.16

 
                    39
 
10.35
%
 
0.25
%
to
0.40
%
 
52.17
 %
to
52.49
 %
FEDERATED KAUFMANN FUND II
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 03/08/2010)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
2
 
$
16.53

to
$
16.53

 
                    29
 
0.00
%
 
0.00
%
to
0.00
%
 
40.08
 %
to
40.08
 %
   2012
 
3
 
$
11.80

to
$
11.80

 
                    33
 
0.00
%
 
0.00
%
to
0.25
%
 
16.73
 %
to
16.73
 %
   2011
 
3
 
$
10.01

to
$
10.01

 
                     31
 
1.05
%
 
0.25
%
to
0.25
%
 
(13.48
)%
to
(13.48
)%
   2010
 
3
 
$
11.56

to
$
11.57

 
                    40
 
0.00
%
 
0.25
%
to
0.40
%
 
15.60
 %
to
15.70
 %
FIDELITY VIP CONTRAFUND PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
126
 
$
23.90

to
$
23.90

 
              3,022
 
0.84
%
 
0.00
%
to
0.00
%
 
30.96
 %
to
30.96
 %
   2012
 
186
 
$
18.25

to
$
18.25

 
              3,392
 
0.74
%
 
0.00
%
to
0.40
%
 
15.68
 %
to
15.83
 %
   2011
 
113
 
$
16.61

to
$
13.35

 
               1,733
 
0.71
%
 
0.25
%
to
0.40
%
 
(3.15
)%
to
(2.98
)%
   2010
 
130
 
$
17.15

to
$
13.76

 
               2,143
 
0.88
%
 
0.25
%
to
0.40
%
 
16.43
 %
to
16.61
 %
   2009
 
167
 
$
14.73

to
$
11.80

 
              2,370
 
1.13
%
 
0.25
%
to
0.40
%
 
34.89
 %
to
35.17
 %
FIDELITY VIP GROWTH PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
69
 
$
14.48

to
$
14.48

 
                 996
 
0.04
%
 
0.00
%
to
0.00
%
 
36.09
 %
to
36.09
 %
   2012
 
81
 
$
10.64

to
$
10.64

 
                 859
 
0.17
%
 
0.00
%
to
0.25
%
 
14.62
 %
to
14.62
 %
   2011
 
89
 
$
11.80

to
$
11.80

 
               1,044
 
0.14
%
 
0.25
%
to
0.25
%
 
(0.25
)%
to
(0.25
)%
   2010
 
80
 
$
8.94

to
$
11.83

 
                  951
 
0.03
%
 
0.25
%
to
0.40
%
 
23.31
 %
to
23.62
 %
   2009
 
65
 
$
7.25

to
$
9.57

 
                  621
 
0.19
%
 
0.25
%
to
0.40
%
 
27.42
 %
to
27.60
 %
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
31
 
$
19.08

to
$
19.08

 
                 588
 
1.89
%
 
0.00
%
to
0.00
%
 
(2.10
)%
to
(2.10
)%
   2012
 
31
 
$
19.49

to
$
19.49

 
                  613
 
1.27
%
 
0.00
%
to
0.25
%
 
5.31
 %
to
5.31
 %
   2011
 
44
 
$
13.91

to
$
13.91

 
                  613
 
3.15
%
 
0.25
%
to
0.25
%
 
6.75
 %
to
6.75
 %
   2010
 
51
 
$
16.56

to
$
13.03

 
                 666
 
3.49
%
 
0.25
%
to
0.40
%
 
6.77
 %
to
7.24
 %
   2009
 
46
 
$
15.51

to
$
12.15

 
                 562
 
15.07
%
 
0.25
%
to
0.40
%
 
15.32
 %
to
15.17
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
FIDELITY VIP MID CAP PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
23
 
$
39.16

to
$
39.16

 
                 895
 
0.27
%
 
0.00
%
to
0.00
%
 
35.88
 %
to
35.88
 %
   2012
 
58
 
$
28.82

to
$
28.82

 
               1,678
 
0.17
%
 
0.00
%
to
0.40
%
 
13.73
 %
to
13.79
 %
   2011
 
197
 
$
17.59

to
$
14.73

 
               3,104
 
0.02
%
 
0.25
%
to
0.40
%
 
(11.21
)%
to
(11.05
)%
   2010
 
220
 
$
19.81

to
$
16.56

 
              3,969
 
0.12
%
 
0.25
%
to
0.40
%
 
28.05
 %
to
28.27
 %
   2009
 
220
 
$
15.47

to
$
12.91

 
              3,083
 
0.47
%
 
0.25
%
to
0.40
%
 
39.12
 %
to
39.42
 %
GREAT-WEST AGGRESSIVE PROFILE I FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
23
 
$
19.64

to
$
19.64

 
                 453
 
1.81
%
 
0.00
%
to
0.00
%
 
28.79
 %
to
28.79
 %
   2012
 
26
 
$
15.25

to
$
15.25

 
                 402
 
0.34
%
 
0.00
%
to
0.40
%
 
15.48
 %
to
15.63
 %
   2011
 
70
 
$
14.39

to
$
11.81

 
                 889
 
0.96
%
 
0.25
%
to
0.40
%
 
(4.77
)%
to
(4.68
)%
   2010
 
62
 
$
15.11

to
$
12.39

 
                 877
 
0.72
%
 
0.25
%
to
0.40
%
 
15.08
 %
to
15.26
 %
   2009
 
48
 
$
13.13

to
$
10.75

 
                  619
 
0.75
%
 
0.25
%
to
0.40
%
 
32.49
 %
to
32.72
 %
GREAT-WEST ARIEL MIDCAP VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
33
 
$
39.73

to
$
39.73

 
               1,302
 
4.32
%
 
0.00
%
to
0.00
%
 
47.53
 %
to
47.53
 %
   2012
 
10
 
$
26.93

to
$
26.93

 
                 277
 
0.62
%
 
0.00
%
to
0.25
%
 
18.66
 %
to
18.66
 %
   2011
 
20
 
$
12.20

to
$
12.20

 
                 250
 
0.41
%
 
0.25
%
to
0.25
%
 
(7.08
)%
to
(7.08
)%
   2010
 
21
 
$
23.82

to
$
13.13

 
                  281
 
0.10
%
 
0.25
%
to
0.40
%
 
19.04
 %
to
19.26
 %
   2009
 
28
 
$
20.01

to
$
11.01

 
                  313
 
0.17
%
 
0.25
%
to
0.40
%
 
62.68
 %
to
62.87
 %
GREAT-WEST BOND INDEX FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/24/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
137
 
$
12.82

to
$
12.82

 
               1,757
 
1.93
%
 
0.00
%
to
0.00
%
 
(2.38
)%
to
(2.38
)%
GREAT-WEST CONSERVATIVE PROFILE I FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
22
 
$
20.42

to
$
20.42

 
                 446
 
2.22
%
 
0.00
%
to
0.00
%
 
7.53
 %
to
7.53
 %
   2012
 
23
 
$
18.99

to
$
18.99

 
                  441
 
1.43
%
 
0.00
%
to
0.40
%
 
8.46
 %
to
8.62
 %
   2011
 
31
 
$
16.98

to
$
13.35

 
                 475
 
2.13
%
 
0.25
%
to
0.40
%
 
0.71
 %
to
0.75
 %
   2010
 
27
 
$
16.86

to
$
13.25

 
                 405
 
2.29
%
 
0.25
%
to
0.40
%
 
8.29
 %
to
8.52
 %
   2009
 
17
 
$
15.57

to
$
12.21

 
                 255
 
3.19
%
 
0.25
%
to
0.40
%
 
19.86
 %
to
20.06
 %
GREAT-WEST LIFETIME 2025 FUND II
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 09/29/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
7
 
$
15.11

to
$
15.11

 
                   110
 
2.84
%
 
0.00
%
to
0.00
%
 
14.56
 %
to
14.56
 %
   2012
 
6
 
$
13.19

to
$
13.19

 
                    75
 
0.94
%
 
0.00
%
to
0.40
%
 
13.09
 %
to
13.22
 %
   2011
 
4
 
$
11.56

to
$
11.56

 
                    49
 
5.28
%
 
0.40
%
to
0.40
%
 
(1.37
)%
to
(1.37
)%
   2010
 
1
 
$
11.72

to
$
11.75

 
                     15
 
0.98
%
 
0.25
%
to
0.40
%
 
12.69
 %
to
12.98
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
GREAT-WEST LIFETIME 2045 FUND II
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 09/29/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
0
*
$
16.38

to
$
16.38

 
                      3
 
2.55
%
 
0.00
%
to
0.00
%
 
22.60
 %
to
22.60
 %
   2012
 
0
*
$
13.36

to
$
13.36

 
                      2
 
0.86
%
 
0.00
%
to
0.40
%
 
15.45
 %
to
15.45
 %
   2011
 
0
*
$
11.45

to
$
11.45

 
                      2
 
1.21
%
 
0.40
%
to
0.40
%
 
(4.50
)%
to
(4.50
)%
   2010
 
1
 
$
11.99

to
$
12.01

 
                     14
 
1.26
%
 
0.25
%
to
0.40
%
 
14.63
 %
to
14.71
 %
GREAT-WEST LOOMIS SAYLES BOND FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
71
 
$
34.28

to
$
34.28

 
              2,420
 
3.46
%
 
0.00
%
to
0.00
%
 
8.04
 %
to
8.04
 %
   2012
 
126
 
$
31.73

to
$
31.73

 
              3,995
 
3.16
%
 
0.00
%
to
0.40
%
 
15.14
 %
to
15.21
 %
   2011
 
137
 
$
26.92

to
$
15.73

 
               2,571
 
5.82
%
 
0.25
%
to
0.40
%
 
3.98
 %
to
4.17
 %
   2010
 
147
 
$
25.89

to
$
15.10

 
              2,597
 
7.31
%
 
0.25
%
to
0.40
%
 
12.32
 %
to
12.52
 %
   2009
 
113
 
$
23.05

to
$
13.42

 
               1,784
 
5.11
%
 
0.25
%
to
0.40
%
 
37.94
 %
to
38.07
 %
GREAT-WEST LOOMIS SAYLES SMALL-CAP VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
18
 
$
29.97

to
$
29.97

 
                 537
 
0.63
%
 
0.00
%
to
0.00
%
 
34.88
 %
to
34.88
 %
   2012
 
36
 
$
22.22

to
$
22.22

 
                  810
 
0.45
%
 
0.00
%
to
0.40
%
 
15.04
 %
to
15.22
 %
   2011
 
62
 
$
15.55

to
$
13.43

 
                 827
 
0.17
%
 
0.25
%
to
0.40
%
 
(2.45
)%
to
(2.33
)%
   2010
 
60
 
$
15.94

to
$
13.75

 
                 840
 
0.46
%
 
0.25
%
to
0.40
%
 
23.47
 %
to
23.65
 %
   2009
 
72
 
$
12.91

to
$
11.12

 
                 826
 
0.38
%
 
0.25
%
to
0.40
%
 
27.44
 %
to
27.52
 %
GREAT-WEST MFS INTERNATIONAL VALUE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/25/2007)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
359
 
$
9.75

to
$
9.75

 
              3,500
 
2.61
%
 
0.00
%
to
0.00
%
 
28.12
 %
to
28.12
 %
   2012
 
100
 
$
7.61

to
$
7.61

 
                 765
 
0.89
%
 
0.00
%
to
0.40
%
 
15.75
 %
to
15.96
 %
   2011
 
24
 
$
6.37

to
$
6.42

 
                  157
 
1.60
%
 
0.25
%
to
0.40
%
 
(2.30
)%
to
(2.13
)%
   2010
 
4
 
$
6.52

to
$
6.56

 
                    27
 
2.71
%
 
0.25
%
to
0.40
%
 
8.67
 %
to
8.97
 %
   2009
 
2
 
$
6.00

to
$
6.02

 
                      9
 
1.06
%
 
0.25
%
to
0.40
%
 
31.29
 %
to
31.44
 %
GREAT-WEST MODERATE PROFILE I FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
11
 
$
20.52

to
$
20.52

 
                 235
 
3.45
%
 
0.00
%
to
0.00
%
 
16.19
 %
to
16.19
 %
   2012
 
12
 
$
17.66

to
$
17.66

 
                  213
 
0.86
%
 
0.00
%
to
0.40
%
 
11.51
 %
to
11.59
 %
   2011
 
46
 
$
16.57

to
$
13.28

 
                 663
 
1.38
%
 
0.25
%
to
0.40
%
 
(1.66
)%
to
(1.48
)%
   2010
 
48
 
$
16.85

to
$
13.48

 
                 799
 
1.42
%
 
0.25
%
to
0.40
%
 
11.07
 %
to
11.22
 %
   2009
 
36
 
$
15.17

to
$
12.12

 
                 542
 
1.62
%
 
0.25
%
to
0.40
%
 
23.94
 %
to
24.18
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
12
 
$
20.17

to
$
20.17

 
                 237
 
1.75
%
 
0.00
%
to
0.00
%
 
20.42
 %
to
20.42
 %
   2012
 
11
 
$
16.75

to
$
16.75

 
                  186
 
0.55
%
 
0.00
%
to
0.40
%
 
13.07
 %
to
13.21
 %
   2011
 
50
 
$
15.91

to
$
12.95

 
                 672
 
1.42
%
 
0.25
%
to
0.40
%
 
(2.57
)%
to
(2.41
)%
   2010
 
37
 
$
16.33

to
$
13.27

 
                 575
 
1.21
%
 
0.25
%
to
0.40
%
 
12.70
 %
to
12.84
 %
   2009
 
33
 
$
14.49

to
$
11.76

 
                 447
 
1.24
%
 
0.25
%
to
0.40
%
 
28.12
 %
to
28.24
 %
GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
15
 
$
20.21

to
$
20.21

 
                 295
 
2.56
%
 
0.00
%
to
0.00
%
 
11.84
 %
to
11.84
 %
   2012
 
12
 
$
18.07

to
$
18.07

 
                 225
 
0.98
%
 
0.00
%
to
0.40
%
 
10.00
 %
to
10.13
 %
   2011
 
57
 
$
16.50

to
$
13.48

 
                 795
 
1.92
%
 
0.25
%
to
0.40
%
 
(0.48
)%
to
(0.37
)%
   2010
 
43
 
$
16.58

to
$
13.53

 
                 675
 
1.80
%
 
0.25
%
to
0.40
%
 
9.58
 %
to
9.82
 %
   2009
 
25
 
$
15.13

to
$
12.32

 
                  371
 
2.45
%
 
0.25
%
to
0.40
%
 
21.62
 %
to
21.74
 %
GREAT-WEST MONEY MARKET FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
727
 
$
13.01

to
$
13.01

 
              9,459
 
0.00
%
 
0.00
%
to
0.00
%
 
0.00
 %
to
0.00
 %
   2012
 
747
 
$
13.01

to
$
13.01

 
              9,725
 
0.00
%
 
0.00
%
to
0.40
%
 
(0.32
)%
to
(0.18
)%
   2011
 
793
 
$
12.56

to
$
11.27

 
              9,287
 
0.00
%
 
0.25
%
to
0.40
%
 
(0.40
)%
to
(0.27
)%
   2010
 
678
 
$
12.61

to
$
11.30

 
               8,012
 
0.00
%
 
0.25
%
to
0.40
%
 
(0.39
)%
to
(0.26
)%
   2009
 
633
 
$
12.66

to
$
11.33

 
              7,534
 
0.01
%
 
0.25
%
to
0.40
%
 
(0.39
)%
to
(0.18
)%
GREAT-WEST MULTI-MANAGER LARGE CAP GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/24/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
6
 
$
20.08

to
$
20.08

 
                   113
 
1.78
%
 
0.00
%
to
0.00
%
 
28.88
 %
to
28.88
 %
   2012
 
5
 
$
15.58

to
$
15.58

 
                    83
 
0.16
%
 
0.00
%
to
0.40
%
 
19.65
 %
to
19.65
 %
   2011
 
5
 
$
12.84

to
$
12.84

 
                    68
 
0.02
%
 
0.40
%
to
0.40
%
 
(9.83
)%
to
(9.83
)%
   2010
 
4
 
$
14.24

to
$
14.28

 
                     51
 
0.08
%
 
0.25
%
to
0.40
%
 
8.12
 %
to
8.35
 %
GREAT-WEST SHORT DURATION BOND FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/25/2007)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
413
 
$
13.31

to
$
13.31

 
              5,492
 
1.86
%
 
0.00
%
to
0.00
%
 
1.37
 %
to
1.37
 %
   2012
 
502
 
$
13.13

to
$
13.13

 
               6,591
 
1.26
%
 
0.00
%
to
0.25
%
 
4.47
 %
to
4.47
 %
   2011
 
503
 
$
12.31

to
$
12.40

 
              6,226
 
2.72
%
 
0.25
%
to
0.40
%
 
2.50
 %
to
2.65
 %
   2010
 
205
 
$
12.01

to
$
12.08

 
              2,468
 
3.69
%
 
0.25
%
to
0.40
%
 
6.76
 %
to
6.90
 %
   2009
 
190
 
$
11.25

to
$
11.30

 
               2,139
 
4.32
%
 
0.25
%
to
0.40
%
 
9.54
 %
to
9.82
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
GREAT-WEST SMALL-CAP GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
5
 
$
12.41

to
$
12.41

 
                    60
 
9.69
%
 
0.00
%
to
0.00
%
 
44.81
 %
to
44.81
 %
   2012
 
4
 
$
8.57

to
$
8.57

 
                    37
 
0.00
%
 
0.00
%
to
0.25
%
 
14.77
 %
to
14.77
 %
   2011
 
5
 
$
11.47

to
$
11.47

 
                    62
 
0.00
%
 
0.25
%
to
0.25
%
 
(0.78
)%
to
(0.78
)%
   2010
 
109
 
$
10.91

to
$
11.56

 
               1,256
 
0.00
%
 
0.25
%
to
0.40
%
 
23.28
 %
to
23.37
 %
   2009
 
118
 
$
8.85

to
$
9.37

 
                 1,101
 
0.00
%
 
0.25
%
to
0.40
%
 
31.50
 %
to
31.79
 %
GREAT-WEST T. ROWE PRICE EQUITY/INCOME FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
110
 
$
21.42

to
$
21.42

 
              2,358
 
2.19
%
 
0.00
%
to
0.00
%
 
30.05
 %
to
30.05
 %
   2012
 
50
 
$
16.47

to
$
16.47

 
                 828
 
1.23
%
 
0.00
%
to
0.25
%
 
16.34
 %
to
16.34
 %
   2011
 
61
 
$
13.52

to
$
11.53

 
                  710
 
1.93
%
 
0.25
%
to
0.40
%
 
(1.24
)%
to
(1.11
)%
   2010
 
49
 
$
13.69

to
$
11.66

 
                 595
 
1.80
%
 
0.25
%
to
0.40
%
 
14.56
 %
to
14.76
 %
   2009
 
40
 
$
11.95

to
$
10.16

 
                 432
 
1.73
%
 
0.25
%
to
0.40
%
 
24.74
 %
to
24.97
 %
GREAT-WEST T. ROWE PRICE MIDCAP GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
119
 
$
27.37

to
$
27.37

 
              3,248
 
0.06
%
 
0.00
%
to
0.00
%
 
36.37
 %
to
36.37
 %
   2012
 
201
 
$
20.07

to
$
20.07

 
              4,028
 
0.41
%
 
0.00
%
to
0.40
%
 
13.18
 %
to
13.24
 %
   2011
 
146
 
$
16.97

to
$
15.34

 
              2,270
 
1.65
%
 
0.25
%
to
0.40
%
 
(2.13
)%
to
(1.92
)%
   2010
 
17
 
$
17.34

to
$
15.64

 
                 290
 
0.00
%
 
0.25
%
to
0.40
%
 
27.03
 %
to
27.26
 %
   2009
 
15
 
$
13.65

to
$
12.29

 
                 200
 
0.00
%
 
0.25
%
to
0.40
%
 
44.29
 %
to
44.42
 %
GREAT-WEST TEMPLETON GLOBAL BOND FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/05/2008)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
236
 
$
14.14

to
$
14.14

 
              3,336
 
1.54
%
 
0.00
%
to
0.00
%
 
0.57
 %
to
0.57
 %
   2012
 
188
 
$
14.06

to
$
14.06

 
              2,642
 
3.11
%
 
0.00
%
to
0.40
%
 
13.97
 %
to
14.11
 %
   2011
 
14
 
$
12.07

to
$
12.38

 
                  173
 
5.85
%
 
0.25
%
to
0.40
%
 
(2.03
)%
to
(1.90
)%
   2010
 
8
 
$
11.16

to
$
11.41

 
                    88
 
1.83
%
 
0.25
%
to
0.40
%
 
14.34
 %
to
14.10
 %
GREAT-WEST U.S. GOVERNMENT MORTGAGE SECURITIES FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
193
 
$
20.04

to
$
20.04

 
               3,871
 
2.23
%
 
0.00
%
to
0.00
%
 
(2.05
)%
to
(2.05
)%
   2012
 
197
 
$
20.46

to
$
20.46

 
              4,030
 
1.72
%
 
0.00
%
to
0.25
%
 
2.94
 %
to
2.94
 %
   2011
 
244
 
$
18.96

to
$
14.07

 
              3,434
 
3.36
%
 
0.25
%
to
0.40
%
 
5.27
 %
to
5.47
 %
   2010
 
250
 
$
18.01

to
$
13.34

 
               3,391
 
3.68
%
 
0.25
%
to
0.40
%
 
5.14
 %
to
5.29
 %
   2009
 
239
 
$
17.13

to
$
12.67

 
               3,140
 
4.20
%
 
0.25
%
to
0.40
%
 
5.61
 %
to
5.76
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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. CORE EQUITY FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
45
 
$
18.53

to
$
18.53

 
                 837
 
1.40
%
 
0.00
%
to
0.00
%
 
29.22
 %
to
29.22
 %
   2012
 
51
 
$
14.34

to
$
14.34

 
                 730
 
0.57
%
 
0.00
%
to
0.25
%
 
13.32
 %
to
13.32
 %
   2011
 
52
 
$
12.63

to
$
12.63

 
                 654
 
1.15
%
 
0.25
%
to
0.25
%
 
(0.32
)%
to
(0.32
)%
   2010
 
130
 
$
13.01

to
$
12.67

 
               1,642
 
0.97
%
 
0.25
%
to
0.40
%
 
9.42
 %
to
9.32
 %
   2009
 
124
 
$
11.89

to
$
11.59

 
               1,437
 
1.89
%
 
0.25
%
to
0.40
%
 
27.44
 %
to
27.92
 %
INVESCO V.I. DIVERSIFIED DIVIDEND FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 06/15/2007)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
1
 
$
9.60

to
$
9.60

 
                     13
 
3.26
%
 
0.00
%
to
0.00
%
 
30.97
 %
to
30.97
 %
   2012
 
0
*
$
7.33

to
$
7.33

 
                      3
 
0.25
%
 
0.00
%
to
0.25
%
 
18.10
 %
to
18.10
 %
   2011
 
1
 
$
5.31

to
$
5.31

 
                      6
 
0.19
%
 
0.25
%
to
0.25
%
 
(2.39
)%
to
(2.39
)%
   2010
 
1
 
$
6.09

to
$
5.44

 
                      7
 
0.06
%
 
0.25
%
to
0.40
%
 
9.93
 %
to
10.12
 %
   2009
 
1
 
$
5.54

to
$
4.94

 
                      7
 
5.73
%
 
0.25
%
to
0.40
%
 
26.77
 %
to
26.99
 %
INVESCO V.I. GLOBAL HEALTH CARE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
3
 
$
24.06

to
$
24.06

 
                    74
 
0.76
%
 
0.00
%
to
0.00
%
 
40.54
 %
to
40.54
 %
   2012
 
8
 
$
17.12

to
$
17.12

 
                  136
 
0.00
%
 
0.00
%
to
0.25
%
 
19.99
 %
to
19.99
 %
   2011
 
13
 
$
12.75

to
$
12.75

 
                  160
 
0.00
%
 
0.25
%
to
0.25
%
 
3.66
 %
to
3.66
 %
   2010
 
16
 
$
13.15

to
$
12.30

 
                  201
 
0.00
%
 
0.25
%
to
0.40
%
 
4.86
 %
to
5.04
 %
   2009
 
12
 
$
12.54

to
$
11.71

 
                  153
 
0.36
%
 
0.25
%
to
0.40
%
 
27.18
 %
to
27.28
 %
INVESCO V.I. GLOBAL REAL ESTATE FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/25/2007)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
38
 
$
30.21

to
$
30.21

 
                1,146
 
3.94
%
 
0.00
%
to
0.00
%
 
2.72
 %
to
2.72
 %
   2012
 
16
 
$
29.41

to
$
29.41

 
                 478
 
0.33
%
 
0.00
%
to
0.40
%
 
27.18
 %
to
27.18
 %
   2011
 
8
 
$
6.88

to
$
6.93

 
                    58
 
3.11
%
 
0.25
%
to
0.40
%
 
(6.90
)%
to
(6.73
)%
   2010
 
12
 
$
7.39

to
$
7.43

 
                    90
 
5.39
%
 
0.25
%
to
0.40
%
 
16.93
 %
to
17.19
 %
   2009
 
5
 
$
6.32

to
$
6.34

 
                    29
 
0.00
%
 
0.25
%
to
0.40
%
 
31.12
 %
to
31.26
 %
INVESCO V.I. INTERNATIONAL GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/01/2006)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
200
 
$
14.94

to
$
14.94

 
              2,994
 
1.34
%
 
0.00
%
to
0.00
%
 
19.04
 %
to
19.04
 %
   2012
 
79
 
$
12.55

to
$
12.55

 
                 989
 
0.55
%
 
0.00
%
to
0.40
%
 
14.40
 %
to
14.58
 %
   2011
 
68
 
$
10.62

to
$
10.71

 
                 726
 
1.53
%
 
0.25
%
to
0.40
%
 
(7.17
)%
to
(7.03
)%
   2010
 
80
 
$
11.44

to
$
11.52

 
                  916
 
2.31
%
 
0.25
%
to
0.40
%
 
12.49
 %
to
12.61
 %
   2009
 
103
 
$
10.17

to
$
10.23

 
               1,053
 
1.61
%
 
0.25
%
to
0.40
%
 
34.70
 %
to
34.96
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 04/24/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
17
 
$
19.45

to
$
19.45

 
                 322
 
0.78
%
 
0.00
%
to
0.00
%
 
28.81
 %
to
28.81
 %
   2012
 
16
 
$
15.10

to
$
15.10

 
                 240
 
0.03
%
 
0.00
%
to
0.40
%
 
10.36
 %
to
10.40
 %
   2011
 
14
 
$
13.46

to
$
13.52

 
                  184
 
0.14
%
 
0.25
%
to
0.40
%
 
(6.79
)%
to
(6.63
)%
   2010
 
1
 
$
14.44

to
$
14.48

 
                      11
 
0.54
%
 
0.25
%
to
0.40
%
 
13.70
 %
to
13.84
 %
INVESCO V.I. TECHNOLOGY FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
4
 
$
15.54

to
$
15.54

 
                    66
 
0.00
%
 
0.00
%
to
0.00
%
 
25.12
 %
to
25.12
 %
   2012
 
6
 
$
12.42

to
$
12.42

 
                    77
 
0.00
%
 
0.00
%
to
0.25
%
 
11.84
 %
to
11.84
 %
   2011
 
5
 
$
12.19

to
$
12.19

 
                    64
 
0.18
%
 
0.25
%
to
0.25
%
 
(5.36
)%
to
(5.36
)%
   2010
 
5
 
$
11.35

to
$
12.88

 
                    59
 
0.00
%
 
0.25
%
to
0.40
%
 
20.74
 %
to
21.05
 %
   2009
 
3
 
$
9.40

to
$
10.64

 
                    35
 
0.00
%
 
0.25
%
to
0.40
%
 
56.93
 %
to
56.93
 %
JANUS ASPEN BALANCED PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
45
 
$
22.71

to
$
22.71

 
               1,030
 
2.30
%
 
0.00
%
to
0.00
%
 
20.16
 %
to
20.16
 %
   2012
 
41
 
$
18.90

to
$
18.90

 
                 773
 
1.88
%
 
0.00
%
to
0.40
%
 
12.99
 %
to
13.08
 %
   2011
 
22
 
$
18.54

to
$
15.23

 
                 350
 
2.57
%
 
0.25
%
to
0.40
%
 
1.26
 %
to
1.40
 %
   2010
 
28
 
$
18.31

to
$
15.02

 
                  431
 
2.45
%
 
0.25
%
to
0.40
%
 
7.96
 %
to
8.14
 %
   2009
 
40
 
$
16.96

to
$
13.89

 
                 587
 
2.80
%
 
0.25
%
to
0.40
%
 
25.35
 %
to
25.59
 %
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
209
 
$
23.83

to
$
23.83

 
              4,989
 
4.17
%
 
0.00
%
to
0.00
%
 
(0.13
)%
to
(0.13
)%
   2012
 
259
 
$
23.86

to
$
23.86

 
               6,178
 
2.18
%
 
0.00
%
to
0.40
%
 
7.80
 %
to
7.92
 %
   2011
 
311
 
$
21.50

to
$
15.46

 
               5,561
 
7.45
%
 
0.25
%
to
0.40
%
 
6.33
 %
to
6.47
 %
   2010
 
310
 
$
20.22

to
$
14.52

 
               5,173
 
6.45
%
 
0.25
%
to
0.40
%
 
7.55
 %
to
7.72
 %
   2009
 
289
 
$
18.80

to
$
13.48

 
              4,390
 
4.45
%
 
0.25
%
to
0.40
%
 
12.78
 %
to
12.90
 %
JANUS ASPEN FORTY PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
30
 
$
27.47

to
$
27.47

 
                  814
 
0.65
%
 
0.00
%
to
0.00
%
 
31.18
 %
to
31.18
 %
   2012
 
67
 
$
20.94

to
$
20.94

 
               1,408
 
0.49
%
 
0.00
%
to
0.40
%
 
23.72
 %
to
23.79
 %
   2011
 
119
 
$
16.22

to
$
13.70

 
               1,777
 
0.29
%
 
0.25
%
to
0.40
%
 
(7.05
)%
to
(6.93
)%
   2010
 
283
 
$
17.45

to
$
14.72

 
              4,439
 
0.36
%
 
0.25
%
to
0.40
%
 
6.27
 %
to
6.51
 %
   2009
 
274
 
$
16.42

to
$
13.82

 
               4,012
 
0.04
%
 
0.25
%
to
0.40
%
 
45.83
 %
to
45.93
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 05/05/2008)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
3
 
$
21.84

to
$
21.84

 
                    59
 
0.00
%
 
0.00
%
to
0.00
%
 
35.82
 %
to
35.82
 %
   2012
 
3
 
$
16.08

to
$
16.08

 
                    54
 
0.00
%
 
0.00
%
to
0.40
%
 
19.26
 %
to
19.37
 %
   2011
 
6
 
$
10.59

to
$
14.93

 
                    73
 
0.00
%
 
0.25
%
to
0.40
%
 
(9.02
)%
to
(8.91
)%
   2010
 
6
 
$
11.64

to
$
16.39

 
                     71
 
0.00
%
 
0.25
%
to
0.40
%
 
24.36
 %
to
24.54
 %
   2009
 
3
 
$
9.36

to
$
13.16

 
                    29
 
0.00
%
 
0.25
%
to
0.40
%
 
56.52
 %
to
31.60
 %
JANUS ASPEN OVERSEAS PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/01/2006)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
7
 
$
29.42

to
$
29.42

 
                 209
 
2.70
%
 
0.00
%
to
0.00
%
 
14.56
 %
to
14.56
 %
   2012
 
103
 
$
25.68

to
$
25.68

 
              2,648
 
0.40
%
 
0.00
%
to
0.40
%
 
12.22
 %
to
12.38
 %
   2011
 
260
 
$
10.68

to
$
10.77

 
              2,800
 
0.47
%
 
0.25
%
to
0.40
%
 
(32.41
)%
to
(32.35
)%
   2010
 
288
 
$
15.80

to
$
15.92

 
              4,575
 
0.74
%
 
0.25
%
to
0.40
%
 
24.80
 %
to
25.06
 %
   2009
 
216
 
$
12.66

to
$
12.73

 
               2,741
 
0.57
%
 
0.25
%
to
0.40
%
 
78.81
 %
to
79.04
 %
JANUS ASPEN WORLDWIDE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
31
 
$
10.20

to
$
10.20

 
                  314
 
1.07
%
 
0.00
%
to
0.00
%
 
28.46
 %
to
28.46
 %
   2012
 
32
 
$
7.94

to
$
7.94

 
                 254
 
0.41
%
 
0.00
%
to
0.25
%
 
18.46
 %
to
18.46
 %
   2011
 
39
 
$
10.43

to
$
10.43

 
                 406
 
0.60
%
 
0.25
%
to
0.25
%
 
(14.01
)%
to
(14.01
)%
   2010
 
42
 
$
10.43

to
$
12.13

 
                  513
 
0.60
%
 
0.25
%
to
0.40
%
 
15.38
 %
to
15.63
 %
   2009
 
34
 
$
9.04

to
$
10.49

 
                 353
 
1.43
%
 
0.25
%
to
0.40
%
 
37.18
 %
to
37.30
 %
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
5
 
$
21.72

to
$
21.72

 
                  105
 
0.55
%
 
0.00
%
to
0.00
%
 
38.87
 %
to
38.87
 %
   2012
 
110
 
$
15.64

to
$
15.64

 
               1,723
 
0.16
%
 
0.00
%
to
0.25
%
 
11.86
 %
to
11.86
 %
   2011
 
129
 
$
12.33

to
$
12.33

 
               1,589
 
0.44
%
 
0.25
%
to
0.25
%
 
(3.14
)%
to
(3.14
)%
   2010
 
168
 
$
15.92

to
$
12.73

 
               2,136
 
0.42
%
 
0.25
%
to
0.40
%
 
18.54
 %
to
18.64
 %
   2009
 
177
 
$
13.43

to
$
10.73

 
               1,900
 
1.16
%
 
0.25
%
to
0.40
%
 
29.13
 %
to
29.43
 %
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
1
 
$
20.12

to
$
20.12

 
                    29
 
0.30
%
 
0.00
%
to
0.00
%
 
31.07
 %
to
31.07
 %
   2012
 
97
 
$
15.35

to
$
15.35

 
               1,483
 
0.24
%
 
0.00
%
to
0.25
%
 
15.51
 %
to
15.51
 %
   2011
 
121
 
$
10.87

to
$
10.87

 
                1,318
 
0.00
%
 
0.25
%
to
0.25
%
 
(11.55
)%
to
(11.55
)%
   2010
 
124
 
$
15.53

to
$
12.29

 
               1,528
 
0.67
%
 
0.25
%
to
0.40
%
 
16.07
 %
to
15.40
 %
   2009
 
154
 
$
13.38

to
$
10.65

 
               1,637
 
3.33
%
 
0.25
%
to
0.40
%
 
54.33
 %
to
55.70
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/01/2006)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
38
 
$
18.44

to
$
18.44

 
                 698
 
1.22
%
 
0.00
%
to
0.00
%
 
37.00
 %
to
37.00
 %
   2012
 
92
 
$
13.46

to
$
13.46

 
               1,237
 
0.35
%
 
0.00
%
to
0.40
%
 
14.75
 %
to
14.85
 %
   2011
 
78
 
$
9.72

to
$
9.80

 
                  761
 
0.61
%
 
0.25
%
to
0.40
%
 
(6.90
)%
to
(6.76
)%
   2010
 
84
 
$
10.44

to
$
10.51

 
                 883
 
0.75
%
 
0.25
%
to
0.40
%
 
25.63
 %
to
25.87
 %
   2009
 
85
 
$
8.31

to
$
8.35

 
                  712
 
1.86
%
 
0.25
%
to
0.40
%
 
46.05
 %
to
46.23
 %
NEUBERGER BERMAN AMT MID CAP PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
17
 
$
16.90

to
$
16.90

 
                 283
 
0.00
%
 
0.00
%
to
0.00
%
 
32.55
 %
to
32.55
 %
   2012
 
21
 
$
12.75

to
$
12.75

 
                 263
 
0.00
%
 
0.00
%
to
0.25
%
 
12.27
 %
to
12.27
 %
   2011
 
19
 
$
15.40

to
$
15.40

 
                 293
 
0.00
%
 
0.25
%
to
0.25
%
 
0.26
 %
to
0.26
 %
   2010
 
20
 
$
16.04

to
$
15.36

 
                 306
 
0.00
%
 
0.25
%
to
0.40
%
 
28.53
 %
to
28.75
 %
   2009
 
15
 
$
12.48

to
$
11.93

 
                  179
 
0.00
%
 
0.25
%
to
0.40
%
 
31.09
 %
to
31.24
 %
NEUBERGER BERMAN AMT SMALL CAP GROWTH PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
3
 
$
16.71

to
$
16.71

 
                    42
 
0.00
%
 
0.00
%
to
0.00
%
 
45.81
 %
to
45.81
 %
   2012
 
3
 
$
11.46

to
$
11.46

 
                    37
 
0.00
%
 
0.00
%
to
0.25
%
 
9.08
 %
to
9.08
 %
   2011
 
5
 
$
9.52

to
$
9.52

 
                    45
 
0.00
%
 
0.25
%
to
0.25
%
 
(1.35
)%
to
(1.35
)%
   2010
 
19
 
$
10.36

to
$
9.65

 
                  199
 
0.00
%
 
0.25
%
to
0.40
%
 
19.08
 %
to
19.28
 %
   2009
 
31
 
$
8.70

to
$
8.09

 
                 270
 
0.00
%
 
0.25
%
to
0.40
%
 
22.36
 %
to
22.58
 %
NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
1
 
$
23.29

to
$
23.29

 
                     18
 
0.58
%
 
0.00
%
to
0.00
%
 
37.57
 %
to
37.57
 %
   2012
 
2
 
$
16.93

to
$
16.93

 
                    32
 
0.04
%
 
0.00
%
to
0.25
%
 
10.05
 %
to
10.05
 %
   2011
 
2
 
$
12.32

to
$
12.32

 
                    29
 
0.34
%
 
0.25
%
to
0.25
%
 
(3.30
)%
to
(3.30
)%
   2010
 
2
 
$
16.73

to
$
12.74

 
                    27
 
0.03
%
 
0.25
%
to
0.40
%
 
22.30
 %
to
22.50
 %
   2009
 
3
 
$
13.68

to
$
10.40

 
                    29
 
2.05
%
 
0.25
%
to
0.40
%
 
30.91
 %
to
31.15
 %
PIMCO VIT HIGH YIELD PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
23
 
$
19.76

to
$
19.76

 
                 450
 
5.45
%
 
0.00
%
to
0.00
%
 
5.72
 %
to
5.72
 %
   2012
 
24
 
$
18.69

to
$
18.69

 
                 455
 
2.77
%
 
0.00
%
to
0.40
%
 
13.51
 %
to
13.69
 %
   2011
 
13
 
$
15.83

to
$
14.70

 
                 206
 
6.95
%
 
0.25
%
to
0.40
%
 
2.93
 %
to
3.09
 %
   2010
 
14
 
$
15.38

to
$
14.26

 
                   211
 
7.22
%
 
0.25
%
to
0.40
%
 
14.01
 %
to
14.17
 %
   2009
 
7
 
$
13.49

to
$
12.49

 
                    90
 
8.41
%
 
0.25
%
to
0.40
%
 
39.65
 %
to
39.87
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
295
 
$
14.54

to
$
14.54

 
              4,290
 
1.46
%
 
0.00
%
to
0.00
%
 
(0.14
)%
to
(0.14
)%
   2012
 
491
 
$
14.56

to
$
14.56

 
               7,144
 
1.01
%
 
0.00
%
to
0.40
%
 
5.36
 %
to
5.52
 %
   2011
 
218
 
$
13.34

to
$
13.33

 
              2,905
 
1.68
%
 
0.25
%
to
0.40
%
 
0.76
 %
to
0.83
 %
   2010
 
194
 
$
13.24

to
$
13.22

 
              2,569
 
1.62
%
 
0.25
%
to
0.40
%
 
4.83
 %
to
5.00
 %
   2009
 
208
 
$
12.63

to
$
12.59

 
               2,621
 
3.56
%
 
0.25
%
to
0.40
%
 
12.87
 %
to
13.02
 %
PIMCO VIT REAL RETURN PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
74
 
$
16.13

to
$
16.13

 
                1,196
 
1.70
%
 
0.00
%
to
0.00
%
 
(9.23
)%
to
(9.23
)%
   2012
 
66
 
$
17.77

to
$
17.77

 
                 1,181
 
0.71
%
 
0.00
%
to
0.40
%
 
8.25
 %
to
8.33
 %
   2011
 
114
 
$
15.85

to
$
14.78

 
               1,689
 
2.10
%
 
0.25
%
to
0.40
%
 
11.23
 %
to
11.38
 %
   2010
 
108
 
$
14.25

to
$
13.27

 
               1,460
 
1.45
%
 
0.25
%
to
0.40
%
 
7.71
 %
to
7.89
 %
   2009
 
124
 
$
13.23

to
$
12.30

 
                1,571
 
2.96
%
 
0.25
%
to
0.40
%
 
17.81
 %
to
18.04
 %
PIMCO VIT TOTAL RETURN PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
484
 
$
17.41

to
$
17.41

 
              8,425
 
2.21
%
 
0.00
%
to
0.00
%
 
(1.97
)%
to
(1.97
)%
   2012
 
465
 
$
17.76

to
$
17.76

 
              8,250
 
1.42
%
 
0.00
%
to
0.40
%
 
9.02
 %
to
9.16
 %
   2011
 
290
 
$
15.70

to
$
15.21

 
              4,427
 
2.63
%
 
0.25
%
to
0.40
%
 
3.15
 %
to
3.33
 %
   2010
 
278
 
$
15.22

to
$
14.72

 
                4,101
 
2.41
%
 
0.25
%
to
0.40
%
 
7.71
 %
to
7.84
 %
   2009
 
278
 
$
14.13

to
$
13.65

 
              3,805
 
4.60
%
 
0.25
%
to
0.40
%
 
13.59
 %
to
13.75
 %
PUTNAM VT EQUITY INCOME FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/24/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
9
 
$
24.06

to
$
24.06

 
                 225
 
2.02
%
 
0.00
%
to
0.00
%
 
32.71
 %
to
32.71
 %
   2012
 
9
 
$
18.13

to
$
18.13

 
                  169
 
1.32
%
 
0.00
%
to
0.40
%
 
18.24
 %
to
18.32
 %
   2011
 
7
 
$
14.99

to
$
15.05

 
                    99
 
2.31
%
 
0.25
%
to
0.40
%
 
1.63
 %
to
1.83
 %
   2010
 
9
 
$
14.75

to
$
14.78

 
                  132
 
0.00
%
 
0.25
%
to
0.40
%
 
12.42
 %
to
12.48
 %
PUTNAM VT HIGH YIELD FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/24/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
6
 
$
19.48

to
$
19.48

 
                   118
 
7.01
%
 
0.00
%
to
0.00
%
 
8.10
 %
to
8.10
 %
   2012
 
4
 
$
18.02

to
$
18.02

 
                    74
 
2.79
%
 
0.00
%
to
0.40
%
 
15.68
 %
to
15.69
 %
   2011
 
0
*
$
15.32

to
$
15.32

 
                      5
 
0.00
%
 
0.40
%
to
0.40
%
 
1.39
 %
to
1.39
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 INTERNATIONAL GROWTH FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 04/24/2009)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
2
 
$
20.08

to
$
20.08

 
                     31
 
1.30
%
 
0.00
%
to
0.00
%
 
22.74
 %
to
22.74
 %
   2012
 
1
 
$
16.36

to
$
16.36

 
                    23
 
0.95
%
 
0.00
%
to
0.25
%
 
19.39
 %
to
19.39
 %
   2011
 
2
 
$
13.41

to
$
13.41

 
                    27
 
1.86
%
 
0.25
%
to
0.25
%
 
(17.83
)%
to
(17.83
)%
   2010
 
1
 
$
16.28

to
$
16.32

 
                     21
 
1.70
%
 
0.25
%
to
0.40
%
 
12.04
 %
to
12.16
 %
ROYCE CAPITAL FUND - MICRO-CAP PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/01/2006)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
16
 
$
14.01

to
$
14.01

 
                 226
 
0.33
%
 
0.00
%
to
0.00
%
 
20.67
 %
to
20.67
 %
   2012
 
42
 
$
11.61

to
$
11.61

 
                 492
 
0.00
%
 
0.00
%
to
0.40
%
 
6.55
 %
to
6.59
 %
   2011
 
65
 
$
10.56

to
$
10.65

 
                 689
 
2.41
%
 
0.25
%
to
0.40
%
 
(12.66
)%
to
(12.49
)%
   2010
 
72
 
$
12.09

to
$
12.17

 
                 870
 
2.16
%
 
0.25
%
to
0.40
%
 
29.44
 %
to
29.61
 %
   2009
 
32
 
$
9.34

to
$
9.39

 
                 304
 
0.00
%
 
0.25
%
to
0.40
%
 
56.97
 %
to
57.29
 %
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/01/2006)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
60
 
$
17.28

to
$
17.28

 
               1,042
 
0.93
%
 
0.00
%
to
0.00
%
 
34.47
 %
to
34.47
 %
   2012
 
69
 
$
12.85

to
$
12.85

 
                 882
 
0.01
%
 
0.00
%
to
0.40
%
 
11.61
 %
to
11.79
 %
   2011
 
80
 
$
11.20

to
$
11.29

 
                 899
 
0.28
%
 
0.25
%
to
0.40
%
 
(3.86
)%
to
(3.83
)%
   2010
 
97
 
$
11.65

to
$
11.74

 
                1,143
 
0.09
%
 
0.25
%
to
0.40
%
 
19.73
 %
to
20.04
 %
   2009
 
130
 
$
9.73

to
$
9.78

 
               1,266
 
0.00
%
 
0.25
%
to
0.40
%
 
34.39
 %
to
34.71
 %
VAN ECK VIP EMERGING MARKETS FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/05/2008)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
1
 
$
41.04

to
$
41.04

 
                    33
 
1.18
%
 
0.00
%
to
0.00
%
 
12.04
 %
to
12.04
 %
   2012
 
1
 
$
36.63

to
$
36.63

 
                    22
 
0.00
%
 
0.00
%
to
0.40
%
 
27.07
 %
to
27.07
 %
   2011
 
2
 
$
7.63

to
$
7.63

 
                     13
 
0.95
%
 
0.40
%
to
0.40
%
 
(26.07
)%
to
(26.07
)%
   2010
 
1
 
$
10.32

to
$
19.42

 
                      11
 
0.00
%
 
0.25
%
to
0.40
%
 
26.32
 %
to
26.51
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)
 





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COLI VUL-2 SERIES ACCOUNT OF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
VAN ECK VIP GLOBAL HARD ASSETS FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   (Effective date 05/05/2008)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   2013
 
9
 
$
73.61

to
$
73.61

 
                  641
 
0.64
%
 
0.00
%
to
0.00
%
 
10.56
 %
to
10.56
 %
   2012
 
3
 
$
66.58

to
$
66.58

 
                  173
 
0.35
%
 
0.00
%
to
0.40
%
 
2.55
 %
to
2.67
 %
   2011
 
30
 
$
8.11

to
$
13.51

 
                 335
 
0.81
%
 
0.25
%
to
0.40
%
 
(16.74
)%
to
(16.66
)%
   2010
 
20
 
$
9.74

to
$
16.21

 
                 203
 
0.07
%
 
0.25
%
to
0.40
%
 
28.67
 %
to
28.86
 %
   2009
 
                  5
 
$
7.57

to
$
12.58

 
                    37
 
0.23
%
 
0.25
%
to
0.40
%
 
57.05
 %
to
25.80
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* The Investment Division has units and/or assets that round to less than $1,000 or 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)