As filed with the Securities and Exchange Commission on December 19, 2014 File Nos. 333-70963; 811-09201 _____________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 31 AND THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 24 COLI VUL-2 SERIES ACCOUNT (Exact Name of Registrant) GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Name of Depositor) 8515 East Orchard Road Greenwood Village, Colorado 80111 (Address of Depositor’s Principal Executive Offices) (303) 737-3000 (Depositor’s Telephone Number) Robert L. Reynolds President and Chief Executive Officer GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY 8515 East Orchard Road Greenwood Village, Colorado 80111 (Name and Address of Agent for Service) COPIES TO: | ||||
Ann B. Furman, Esq. | Beverly A. Byrne, Esq. | |||
Carlton Fields Jorden Burt, P.A. Suite 400 East | Senior Vice President, Legal & Chief Compliance Officer | |||
1025 Thomas Jefferson Street, N.W. | Great-West Life & Annuity Insurance Company | |||
Washington, D.C. 20007-5208 | 8525 East Orchard Road, 2T3 | |||
Greenwood Village, Colorado 80111 |
[ ] | immediately upon filing pursuant to paragraph (b) of Rule 485. |
[X] | on December 31, 2014 pursuant to paragraph (b)(1) of Rule 485. |
[ ] | 60 days after filing pursuant to paragraph (a)(1) of Rule 485. |
[ ] | on (date) pursuant to paragraph (a)(1) of Rule 485. |
[ ] | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
(a) | Board of Directors Resolution. Resolution authorizing establishment of Registrant is incorporated by reference to initial Registrant’s Registration Statement on Form S-6 filed on January 22, 1999 (File No. 333-70963). |
(b) | Custodian Agreements. None. |
(c) | Underwriting Contracts. Copy of underwriting contract between Great-West Life & Annuity Insurance Company (“Great-West”) and GWFS Equities, Inc. (formerly BenefitsCorp Equities, Inc.) is incorporated by reference to Registrant’s Post-Effective Amendment No. 9 on Form N-6 filed on April 29, 2003 (File Nos. 333-70963). |
(d) | Policies. |
(d)(1) | Specimen Policy Form 355-CSO is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008 (File No. 333-70963). |
(d)(2) | Specimen Term Life Insurance Rider (Form J355rider-CSO for policies issued after January 1, 2009) is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008 (File No. 333-70963). |
(d)(3) | Specimen Policy Free-Look Endorsement is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 on Form S-6 filed on April 27, 2000 (File No. 333-70963). |
(d)(4) | Specimen Policy Return of Expense Charge Endorsement is incorporated by reference to Registrant’s Post-Effective Amendment No. 4 on Form S-6 filed on April 25, 2001 (File No. 333-70963). |
(d)(5) | Change of Insured Rider is incorporated by reference to Registrant’s Post-Effective Amendment No. 10 on Form N-6 filed on April 30, 2004 (File No. 333-70963 and 811-09201). |
(d)(6) | Specimen Fixed Account Endorsement Form 379 is incorporated by reference to Registrant's Post-Effective Amendment No. 19 to Registration Statement on Form N-6 as filed on December 17, 2008 (File No. 333-70963). |
(d)(7) | Specimen Policy Form J355rev2 is incorporated by reference to Registrant’s Post-Effective Amendment No. 25 to Registration Statement on Form N-6 as filed on April 27, 2012. |
(d)(8) | Specimen Policy Endorsement (Form ICC 12-J801) is incorporated by reference to Registrant’s Post-Effective Amendment No. 26 to Registration Statement filed on Form N-6 as filed on September 27, 2012 (File No. 333-70963). |
(d)(9) | Specimen Policy Form J355rev3 is filed incorporated by reference to Registrant's Post-Effective Amendment No. 28 to Registration Statement on Form N-6 as filed on February 28, 2014 (File No. 333-70963). |
(d)(10) | Specimen Policy Form ICC14-J355X is filed herewith. |
(e) | Applications. Specimen Application is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form S-6 filed on June 23, 1999 (File No. 333-70963). |
(f) | (f)(1) Depositor’s Certificate of Incorporation. Copy of Articles of Incorporation of Great-West, as amended, is incorporated by reference to Pre-Effective Amendment No. 2 on Form S-1 of Great-West filed on October 29, 1996 (File No. 333-01173). |
(g) | Reinsurance Contracts. |
(g)(1) | Automatic YRT Reinsurance Agreement Effective October 1, 2008 between Great-West and The Canada Life Assurance Company (redacted), Amendment 1 to the Automatic YRT Reinsurance Agreement Effective October 1, 2008 dated August 1, 2010 (redacted) and Amendment 2 to the Automatic YRT Reinsurance Agreement Effective October 1, 2008 dated August 1, 2010 (redacted) are incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West Life & Annuity Insurance Company of New York(“Great-West of New York”) on Form N-6 on April 26, 2011 (File No. 333-146241). |
(g)(2) | Automatic/Facultative YRT Guaranteed Issue and Fully Underwritten Reinsurance Agreement between Great-West and RGA Reinsurance Company effective May 1, 2010 (redacted) is incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West of New York on Form N-6 on April 26, 2011 (File No. 333-146241). |
(g)(3) | Automatic Yearly Renewable Term Reinsurance Agreement between Great-West and SCOR Global Life U.S. Re Insurance Company effective May 1, 2010 (redacted) is incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West of New York on Form N-6 on April 26, 2011 (File No. 333-146241). |
(g)(4) | Automatic Yearly Renewable Term Reinsurance Agreement between Great-West and Hannover Life Reassurance Company of America effective May 1, 2010 (redacted) is incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West of New York on Form N-6 on April 26, 2011 (File No. 333-146241). |
(h) | Participation Agreements. |
(h)(1) | Participation Agreement among Great-West, AIM Variable Insurance Funds, Inc., and AIM Distributors, Inc., dated March 30, 2005, is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File Nos. 333-70963). |
(h)(2) | First Amendment to Participation Agreement among AIM Variable Insurance Funds, AIM Distributors, Inc and Great-West dated April 30, 2004, is incorporated by reference to Pre Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West of New York on Form N-6 filed on December 4, 2007 (File No. 333-146241). |
(h)(3) | Second Amendment to Participation Agreement among AIM Variable Insurance Funds, AIM Distributors, Inc and Great-West dated April 30, 2004, is incorporated by reference to Pre Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West of New York on Form N-6 filed on December 4, 2007 (File No. 333-146241). |
(h)(4) | Third Amendment to Participation Agreement among AIM Variable Insurance Funds, AIM Distributors, Inc and Great-West dated April 30, 2004, is incorporated by reference to Pre Effective Amendment No. |
(h)(5) | Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and Fund Distributors, dated September 14, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(6) | First Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc. and Fund Distributors, dated April 20, 2000, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963). |
(h)(7) | Second Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc. and Fund Distributors, dated May 1, 2002, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963). |
(h)(8) | Third Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and Fund Distributors, dated April 26, 2005, is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File No. 333-70963). |
(h)(9) | Fourth Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and Fund Distributors, dated September 17, 2007 is incorporated by reference to the Initial Registration Statement filed by COLI VUL-4 Series Account of Great-West of New York on Form N-6 filed on September 21, 2007 (File No. 333-146241). |
(h)(10) | Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), American Funds Insurance Series and Capital Research and Management Company dated January 28, 2008 is incorporated by reference to Registrant’s Post-Effective No. 16 on Form N-6 filed on April 21, 2008 (File No. 333-70963). |
(h)(11) | Fund Participation Agreement among Great-West, Davis Variable Account Fund, Inc., Davis Selected Advisers, L.P. and Davis Distributors, LLC, dated December 16, 2004, is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File No. 333-70963). |
(h)(12) | First Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Davis Variable Account Fund, Inc., Davis Selected Advisers, L.P., and Davis Distributors, LLC, dated July 2, 2007 is incorporated by reference to the Initial Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 filed on September 21, 2007 (File No. 333-146241). |
(h)(13) | Fund Participation Agreement between Great-West and Dreyfus Stock Index Fund Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.), dated December 31, 1998, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(14) | Amendment to Fund Participation Agreement between Great-West and Dreyfus Stock Index Fund, Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.), dated March 15, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(15) | Amendment to Fund Participation Agreement among Great-West, Dreyfus Growth and Value Funds, Inc., Dreyfus Life & Annuity Index Fund, Inc., and Dreyfus Variable Investment Fund, dated January 1, 2002, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963). |
(h)(16) | Second Amendment to Fund Participation Agreement among Great-West, Dreyfus Stock Index Fund, Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.) and Dreyfus Variable Investment Fund is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File No. 333-70963). |
(h)(17) | Third Amendment to Fund Participation Agreement among Great-West, Dreyfus Stock Index Fund, Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.) and Dreyfus Variable Investment Fund, dated December 1, 2004, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963). |
(h)(18) | Fourth Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Dreyfus Stock Index Fund, Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.) and Dreyfus Variable Investment Fund, dated July 31, 2007 is incorporated by reference to Initial Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 filed on September 21, 2007 (File No. 333-146241). |
(h)(19) | Participation Agreement among Great-West, Variable Insurance Products Fund and Fidelity Distributors Corporation, dated February 1, 1994, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(20) | First Amendment to Participation Agreement among Great-West, Variable Insurance Products Fund and Fidelity Distributors Corporation, dated November 1, 2000, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(21) | Second Amendment to Participation Agreement among Great-West, Variable Insurance Products Fund and Fidelity Distributors Corporation, dated May 1, 2001, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(22) | Participation Agreement among Great-West, Variable Insurance Products Fund II and Fidelity Distributors Corporation, dated May 1, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(23) | First Amendment to Participation Agreement among Great-West, Variable Insurance Products Fund II and Fidelity Distributors Corporation, dated November 1, 2000, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(24) | Participation Agreement among Great-West, Variable Insurance Products Fund III and Fidelity Distributors Corporation, dated November 1, 2000, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963). |
(h)(25) | First Amendment to Participation Agreement among Great-West, Variable Insurance Products Fund III and Fidelity Distributors Corporation, dated May 1, 2001, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963). |
(h)(26) | Amended and Restated Fund Participation Agreement among Great-West, Variable Insurance Products Funds, and Fidelity Distributors Corporation dated October 26, 2006 is incorporated by reference to Registrant’s Post Effective Amendment No. 14 to the Registration Statement filed on Form N-6 on April 30, 2007 (File No. 333-70963). |
(h)(27) | Amendment to Fund Participation Agreement among Great-West, Variable Insurance Products Funds, and Fidelity Distributors Corporation dated May 16, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333). |
(h)(28) | Second Amendment to Amended and Restated Participation Agreement among Great-West, Variable Insurance Products I, Variable Insurance Products II, Variable Insurance Products III, Variable Insurance Products IV, Variable Insurance Products V and Fidelity Distributors Corporation dated August 29, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333). |
(h)(29) | Fund Participation Agreement among Great-West, Janus Aspen Series and Janus Capital Corporation, dated June 1, 1998, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(30) | Letter Agreement Supplement to Fund Participation Agreement among Great-West, Janus Aspen Series and Janus Capital Corporation, dated April 27, 1998, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(31) | Amendment to Fund Participation Agreement among Great-West, Janus Aspen Series and Janus Capital Corporation, dated December 1, 1998, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(32) | Amendment to Fund Participation Agreement among Great-West, Janus Aspen Series and Janus Capital Corporation, dated October 4, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(33) | Third Amendment to Fund Participation Agreement between Great-West, Janus Aspen Series and Janus Capital Corporation, dated September 14, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333). |
(h)(34) | Amendment to Fund Participation Agreement among Great-West, Janus Aspen Series, and Janus Capital Corporation dated January 31, 2007 is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008 (File No. 333-70963). |
(h)(35) | Agreement between Great-West and Maxim Series Fund, Inc. (now known as Great-West Funds, Inc.) is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963). |
(h)(36) | Amendment to Agreement between Great-West, First Great-West (now known as Great-West of New York), and Maxim Series Fund, Inc. (now known as Great-West Funds, Inc.) dated November 1, 2007, is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333). |
(h)(37) | Fund Participation Agreement among Great-West, Neuberger Berman Advisers Management Trust, Advisers Managers Trust, and Neuberger Berman Management Incorporated, dated January 1, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963). |
(h)(38) | Amendment to Fund Participation Agreement among Great-West, Neuberger Berman Advisers Management Trust, Advisers Managers Trust, and Neuberger Berman Management Incorporated, dated October 24, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West of New York on Form N-6 filed on December 4, 2007 (File No. 333-146241). |
(h)(39) | Fund Participation Agreement among Great-West, PIMCO Variable Insurance Trust, Pacific Investment Management Company LLC and PIMCO Advisors Distributors LLC, dated March 1, 2004 is incorporated by reference to Registrant’s Post-Effective Amendment No. 10 on Form N-6 filed on May 3, 2004 (File No. 333-70963). |
(h)(40) | First Amendment to Participation Agreement among Great-West, PIMCO Variable Trust, Pacific Investment Management Company, LLC, Allianz Global Investors Distributors, LLC and First-Great-West dated August 31, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333). |
(h)(41) | Fund Participation Agreement among Great-West, Scudder Variable Series I, Scudder Variable Series II, Scudder Investment VIT Funds, Deutsche Investment Management Americas, Inc., Deutsche Asset Management, Inc. and Scudder Distributors, dated March 31, 2005, is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File No. 333-70963). |
(h)(42) | First Amendment to Fund Participation Agreement among Great-West, DWS Variable Series I (formerly Scudder Variable Series I), DWS Variable Series II (formerly Scudder Variable Series II), DWS Investments VIT Funds (formerly Scudder Investments VIT Funds), Deutsche Investment Management Americas Inc., DWS Scudder Distributors, Inc. (formerly Scudder Distributors, Inc.) and First Great-West (now known as Great-West of New York) dated April 11, 2007 is incorporated by reference to the Initial Registration Statement of COLI VUL-4 Series Account of Great-West of New York filed on September 21, 2007 (File No. 333-146241) . |
(h)(43) | Second Amendment to Fund Participation Agreement among Great-West, DWS Variable Series I (formerly Scudder Variable Series I), DWS Variable Series II (formerly Scudder Variable Series II), DWS Investments VIT Funds (formerly Scudder Investments VIT Funds), Deutsche Investment Management Americas Inc., DWS Scudder Distributors, Inc. (formerly Scudder Distributors, Inc.) and First Great-West (now known as Great-West of New York) dated July 1, 2007 is incorporated by reference to the Initial Registration Statement of COLI VUL-4 Series Account of Great-West of New York filed on September 21, 2007 (File No. 333-146241). |
(h)(44) | Fund Participation Agreement among Great-West, Royce Capital Fund, and Royce & Associates, LLC dated September 30, 2005 is incorporated by reference to Registrant’s Post Effective Amendment No. 14 to the Registration Statement filed on Form N-6 on April 30, 2007 (File No. 333-70963). |
(h)(45) | Participation Agreement among Van Eck Worldwide Insurance Trust, Van Eck Securities Corporation, Van Eck Associates Corporation, Great-West and First Great-West dated October 11, 2007 is incorporated by reference to Registrant's Post Effective Amendment No. 16 on Form N-6, as filed on April 21, 2008 (File No. 333-70963). |
(h)(46) | Participation Agreement among Putnam Variable Trust, Putnam Management Limited Partnership, Great-West and First Great-West (now known as Great-West of New York) dated April 30, 2008 is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008 (File No. 333-70963). |
(h)(47) | Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Columbia Funds Variable Insurance Trust, Columbia Management Advisors, LLC and Columbia Management Distributors, Inc. dated April 30, 2009 is incorporated by reference to Registrant’s Post Effective Amendment No. 21 on form N-6 filed on April 16, 2010 (File No. 333-70963). |
(h)(48) | Amendment to Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Royce Capital Fund, and Royce and Associates, LLC dated May 1, 2009 is incorporated by reference to Registrant’s Post Effective Amendment No. 21 on form N-6 filed on April 16, 2010 (File No. 333-70963). |
(h)(49) | Second Amendment to the Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), The Alger American Fund, Fred Alger Management, Inc., and Fred Alger & Company, Inc. dated November 2, 2009 is incorporated by reference to Registrant’s Post Effective Amendment No. 21 on form N-6 filed on April 16, 2010 (File No. 333-70963). |
(h)(50) | Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Federated Insurance Series and Federated Securities Corp. dated March 3, 2012 is incorporated by reference to Registrant’s Post-Effective Amendment No. 25 to Registration Statement on Form N-6 as filed on April 27, 2012 (File No. 333-70963). |
(h)(51) | First Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), GWFS Equities, Inc., Federated Insurance Series and Federated Securities Corp. dated March 3, 2012 is incorporated by reference to Registrant’s Post-Effective Amendment No. 25 to Registration Statement on Form N-6 as filed on April 27, 2012. |
(h)(52) | Participation Agreement among Great-West, Great-West of New York, Goldman Sachs Variable Insurance Trust, and Goldman, Sachs & Co. dated April 25, 2013 is incorporated by reference to Registrant’s Post-Effective Amendment No. 27 to Registration Statement on Form N-6 as filed on April 26, 2013 (File No. 333-70963). |
(h)(53) | Participation Agreement with Delaware Group Premium Fund (now known as Delaware VIP Trust) is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed by Variable Annuity-1 Series Account of Great-West on April 24, 2001 (File No. 333-52956); Amendments to Participation Agreement with Delaware VIP Trust are incorporated by reference to Post-Effective Amendment No. 10 to Variable Annuity-1 Series Account of Great-West's Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956); Post-Effective Amendment No. 16 on Form N-4 filed on April 29, 2005 (File No. 333-52956); and Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 30, 2011 (File No. 333-176926). |
(d)(11) | Amendment to Fund Participation Agreement between Great-West Life & Annuity Insurance Company, Delaware VIP Trust, Delaware Management Company and Delaware Distributors, L.P. dated May 7, 2014 is incorporated by reference to Registrant’s Post-Effective Amendment No. 30 to Registration Statement on Form N-6 as filed on October 22, 2014 (File No. 333-70963). |
(i) | Administrative Contracts. None. |
(j) | Other Material Contracts. Form of Rule 22c-2 Shareholder Information Agreement is incorporated by reference to Post Effective Amendment No. 14 to the Registration Statement filed on Form N-6 on April 30, 2007 (File No. 333-70963). |
(k) | Legal Opinion. An opinion and consent of counsel regarding the legality of the securities being registered is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to Form S-6 filed on June 23, 1999 (File No. 333-70963). |
(l) | Actuarial Opinion. None. |
(m) | Calculation of Hypothetical Illustration Value is incorporated by reference to Registrant’s Post Effective Amendment No. 9 to Form N-6 filed on April 29, 2003 (File No. 333-70963). |
(n) | Other Opinions. |
(n)(1) | Legal Consent of Carlton Fields Jorden Burt, P.A. is filed herewith. |
(n)(2) | Written consent of Deloitte & Touche LLP is filed herewith. |
(o) | Omitted Financial Statements. The consolidated balance sheets of Great-West Life & Annuity Insurance Company (“Great-West”) and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, stockholder's equity and cash flows for each of the three years in the period ended December 31, 2013, and the statements of assets and liabilities of each of the investment divisions which comprise COLI VUL-2 Series Account of Great-West as of December 31, 2013, and the related statements of operations and changes in net assets, and the financial highlights for each of the periods presented, are incorporated by reference to the Registrant's Post Effective Amendment No. 29 to the Registration Statement, filed on April 29, 2014 (File No. 333-70963). |
(p) | Initial Capital Agreements. None. |
(q) | Redeemability Exemption. None. |
(r) | Power of Attorney for R.J. Orr is incorporated by reference to Registrant's Post Effective Amendment No. 16 on Form N-6, as filed on April 21, 2008. The Powers of Attorney for the J.L. Bernbach, A. Desmerais, P. Desmarias, Jr., A. Louvel, J.E.A. Nickerson, M. Plessis-Bélair and B. E. Walsh are incorporated by reference to Post Effective Amendment No. 15 to the Registration Statement filed on Form N-6 on April 26, 2007 (File No. 333-70963). The Powers of Attorney for H.P. Rousseau and R. Royer are incorporated by reference to Registrant’s Post Effective Amendment No. 21 on form N-6 filed on April 16, 2010 (File No. 333-70963). The Powers of Attorney for P. Mahon, J. Selitto and G. Tretiak are incorporated by reference to Registrant's Post-Effective Amendment No. 28 to Registration Statement on Form N-6 as filed on February 28, 2014 (File No. 333-70963). |
Name | Principal Business Address | Positions and Offices with Depositor |
J. L. Bernbach | EngineUSA 460 Park Avenue South, 7th Floor New York, NY 10016 | Director |
M. R. Coutu | Brookfield Asset Management Inc. 335 8th Avenue SW Suite 1700 Calgary, AB T2P 1C9 | Director |
A.R. Desmarais | Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Director |
O. Desmarais | Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Director |
P. Desmarais, Jr. | Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Director |
P. Desmarais III | Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Director |
R.L. Reynolds | 8515 E. Orchard Road Greenwood Village, CO 80111 | Director, President and Chief Executive Officer |
A. Louvel | P.O. Box 1073 38 Beach Lane Wainscott, NY 11975 | Director |
P. Mahon | Great-West Life 100 Osborne Street N Winnipeg, Canada MB R3C 3A5 | Director |
J.E.A. Nickerson | H.B. Nickerson & Sons Limited P.O. Box 130 255 Commercial Street North Sydney, Nova Scotia, Canada B2A 3M2 | Director |
R.J. Orr | Power Financial Corporation 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Chairman of the Board |
M. Plessis-Bélair, F. C. A. | Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Director |
H.P. Rousseau | Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Director |
R. Royer | Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Director |
T.T. Ryan, Jr. | JP Morgan Chase 270 Park Avenue, Floor 47 New York, NY 10017 | Director |
J. Selitto | 437 West Chestnut Hill Avenue Philadelphia, PA 19118 | Director |
G. Tretiak | Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3 | Director |
B. E. Walsh | Saguenay Capital, LLC Two Manhattanville Rd, #403 Purchase, New York 10577 | Director |
E. Murphy | 8515 East Orchard Road Greenwood Village, CO 80111 | President, Retirement Services |
L. J. Mannello, Jr. | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President and Chief Financial Officer |
B.A. Byrne | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, Legal, Chief Compliance Officer and Secretary |
M. R. Edwards | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, FASCore Operations |
E.P. Friesen | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, Investments and Chief Investment Officer, General Account |
S. Jenks | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, Marketing |
W.S. Harmon | 8515 East Orchard Road Greenwood Village, CO 80111 | Executive Vice President, Retirement Services |
R. J. Laeyendecker | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, Executive Benefits Markets |
D.G. McLeod | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, Product Management |
D.L. Musto | 8525 East Orchard Road Greenwood Village, CO 80111 | Executive Vice President, Retirement Services |
C. P. Nelson | 8515 East Orchard Road Greenwood Village, CO 80111 | President, Great-West Retirement Services |
R.G. Schultz | 8525 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, General Counsel and Secretary |
B. Schwartz | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, Commercial Mortgage Investments |
R.K. Shaw | 8515 East Orchard Road Greenwood Village, CO 80111 | Executive Vice President, Individual Markets |
C.S. Tocher | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President and Chief Investment Officer, Segregated Funds |
C. Waddell | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, RPS Segment Product & Marketing |
II. | OWNERSHIP BY POWER CORPORATION OF CANADA |
E. | Pargesa Holding SA Group of Companies (European investments) |
G. | Power Corporation (International) Limited Group of Companies (Asian investments) |
(1) | "Corporation" includes any domestic or foreign entity that is a predecessor of the corporation by reason of a merger, or other transaction in which the predecessor's existence ceased upon consummation of the transaction. |
(2) | "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, an officer, an agent, an associate, an employee, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or to hold any similar position with, another domestic or foreign entity or employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation's request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director. |
(3) | "Expenses" includes counsel fees. |
(4) | "Liability" means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses. |
(5) | "Official capacity" means, when used with respect to a director, the office of director in the corporation and, when used with respect to a person other than a director as contemplated in Section 7-109-107, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. "Official capacity" does not include service for any other domestic or foreign corporation or other person or employee benefit plan. |
(6) | "Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding. |
(7) | "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. |
(1) | Except as provided in subsection (4) of this section, a corporation may indemnify a person made a party to the proceeding because the person is or was a director against liability incurred in the proceeding if: |
(a) | The person conducted himself or herself in good faith; and |
(b) | The person reasonably believed: |
(I) | In the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation's best interests; and |
(II) | In all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and |
(c) | In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. |
(2) | A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of subparagraph (II) of paragraph (b) of subsection (1) of this section. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of subparagraph (a) of subsection (1) of this section. |
(3) | The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the standard of conduct described in this section. |
(4) | A corporation may not indemnify a director under this section: |
(a) | In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or |
(b) | In connection with any proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal benefit. |
(5) | Indemnification permitted under this section in connection with a proceeding by or in the right of a corporation is limited to reasonable expenses incurred in connection with the proceeding. |
(1) | A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: |
(a) | The director furnishes the corporation a written affirmation of the director’s good-faith belief that he or she has met the standard of conduct described in Section 7-109-102; |
(b) | The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct; and |
(c) | A determination is made that the facts then known to those making the determination would not preclude indemnification under this article. |
(2) | The undertaking required by paragraph (b) of subsection (1) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. |
(3) | Determinations and authorizations of payments under this section shall be made in the manner specified in Section 7-109-106. |
(1) | Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner: |
(a) | If it determines the director is entitled to mandatory indemnification under section 7-109-103, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification. |
(b) | If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 7-109-102 (1) or was adjudged liable in the circumstances described in Section 7-109-102 (4), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described Section 7-109-102 (4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification. |
(1) | A corporation may not indemnify a director under Section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in Section 7-109-102. A corporation shall not advance expenses to a director under Section 7-109-104 unless authorized in the specific case after the written affirmation and undertaking required by Section 7-109-104(1)(a) and (1)(b) are received and the determination required by Section 7-109-104(1)(c) has been made. |
(2) | The determinations required by under subsection (1) of this section shall be made: |
(a) | By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or |
(b) | If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee. |
(3) | If a quorum cannot be obtained as contemplated in paragraph (a) of subsection (2) of this section, and the committee cannot be established under paragraph (b) of subsection (2) of this section, or even if a quorum is obtained or a committee designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made: |
(a) | By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or |
(b) | By the shareholders |
(4) | Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel. |
(1) | Unless otherwise provided in the articles of incorporation: |
(a) | An officer is entitled to mandatory indemnification under section 7-109-103, and is entitled to apply for court-ordered indemnification under section 7-109-105, in each case to the same extent as a director; |
(b) | A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as a director; and |
(c) | A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract. |
(1) | A provision treating a corporation's indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract, except for an insurance policy or otherwise, is valid only to the extent the provision is not inconsistent with Sections 7-109-101 to 7-109-108. If the articles of incorporation limit indemnification or advance of expenses, indemnification or advance of expenses are valid only to the extent not inconsistent with the articles of incorporation. |
(2) | Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding. |
(a) | “expenses” means reasonable expenses incurred in a proceeding, including expenses of investigation and preparation, expenses in connection with an appearance as a witness, and fees and disbursement of counsel, accountants or other experts; |
(b) | “liability” means an obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty or fine; |
(c) | “party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding; |
(d) | “proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal. |
(a) | the person conducted himself or herself in good faith; and |
(b) | the person reasonably believed that his or her conduct was in the corporation’s best interests; and |
(c) | in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and |
(d) | if the person is or was an employee of the corporation, the person acted in the ordinary course of the person’s employment with the corporation. |
(a) | the person is or was appointed to serve at the request of the corporation as a director, officer, trustee or employee of the other company or entity in accordance with Indemnification Procedures approved by the Board of Directors of the corporation; and |
(b) | with respect to the matter(s) giving rise to the proceeding: |
(i) | the person conducted himself or herself in good faith; and |
(ii) | the person reasonably believed that his or her conduct was at least not opposed to the corporation’s best interests (in the case of a trustee of one of the corporation’s staff benefits plans, this means that the person’s conduct was for a purpose the person reasonably believed to be in the interests of the plan participants); and |
(iii) | in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and |
(a) | In addition to securities of the Registrant, GWFS Equities, Inc. currently distributes securities of Great-West Funds, Inc., an open-end management investment company, FutureFunds Series Account of Great-West, Maxim Series Account of Great-West, COLI VUL-4 Series Account of Great-West, Variable Annuity-1 Series Account of Great-West, Prestige Variable Life Account of Great-West, Trillium Variable Annuity Account of Great-West, Variable Annuity-2 Series Account of Great-West, and the Variable Annuity-1 Series Account of Great-West of New York, COLI VUL-2 Series Account of Great-West of New York, and Variable Annuity-2 Series Account of Great-West of New York. |
(b) | Directors and Officers of GWFS Equities, Inc. |
Name | Principal Business Address | Position and Officers with Underwriter |
C. P. Nelson | 8515 East Orchard Road Greenwood Village, CO 80111 | Chairman, President and Chief Executive Officer |
R. K. Shaw | 8515 East Orchard Road Greenwood Village, CO 80111 | Director and Executive Vice President |
M. R. Edwards | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President |
W. S. Harmon | 8515 East Orchard Road Greenwood Village, CO 80111 | Director, Senior Vice President |
R.J. Laeyendecker | 8515 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President |
B. Neese | 8515 East Orchard Road Greenwood Village, CO 80111 | Director, Vice President |
C. Bergeon | 8515 East Orchard Road Greenwood Village, CO 80111 | Vice President |
S.M. Gile | 8515 East Orchard Road Greenwood Village, CO 80111 | Vice President |
B. Lewis | 8515 East Orchard Road Greenwood Village, CO 80111 | Vice President, Defined Contribution Markets |
B. A. Byrne | 8525 East Orchard Road Greenwood Village, CO 80111 | Senior Vice President, Legal, Chief Compliance Office and Secretary |
T. L. Luiz | 8515 East Orchard Road Greenwood Village, CO 80111 | Compliance Officer |
M. C. Maiers | 8515 East Orchard Road Greenwood Village, CO 80111 | Vice President and Treasurer |
S.A. Bendrick | 8515 East Orchard Road Greenwood Village, CO 80111 | Director and Vice President |
(c) | Commissions and other compensation received from the Registrant by Principal Underwriter during Registrant's last fiscal year: |
Name of Principal Underwriter | Net Underwriting Discounts and Commissions | Compensation on Redemption | Brokerage Commissions | Compensation | ||||
GWFS Equities | -0- | -0- | -0- | -0- |
COLI VUL 2 SERIES ACCOUNT | |
(Registrant) | |
By: | /s/ Robert L. Reynolds |
Robert L. Reynolds, | |
President and Chief Executive Officer of Great-West Life & Annuity Insurance Company | |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Depositor) | |
By: | /s/ Robert L. Reynolds |
Robert L. Reynolds, | |
President and Chief Executive Officer |
Signature | Title | Date |
/s/ R. Jeffrey Orr | Chairman of the Board | December 18, 2014 |
R. Jeffrey Orr* | ||
/s/ Robert L. Reynolds | Director, President and Chief Executive Officer | December 18, 2014 |
Robert L. Reynolds | ||
/s/ Louis J. Mannello, Jr. | Senior Vice President and Chief Financial Officer | December 18, 2014 |
Louis J. Mannello, Jr. | ||
/s/ John L. Bernbach | Director | December 18, 2014 |
John L. Bernbach* | ||
Director | ||
Marcel R. Coutu | ||
/s/ André Desmarais | Director | December 18, 2014 | ||
André Desmarais* | ||||
Director | ||||
Olivier Desmarais | ||||
/s/ Paul Desmarais, Jr. | Director | December 18, 2014 | ||
Paul Desmarais, Jr.* | ||||
Director | ||||
Paul Desmarais, III | ||||
/s/ Alain Louvel | Director | December 18, 2014 | ||
Alain Louvel * | ||||
/s/ Paul A. Mahon | Director | December 18, 2014 | ||
Paul A. Mahon* | ||||
/s/ Jerry E.A. Nickerson | Director | December 18, 2014 | ||
Jerry E.A. Nickerson* | ||||
/s/ Michel Plessis-Bélair | Director | December 18, 2014 | ||
Michel Plessis-Bélair* | ||||
/s/ Henri-Paul Rousseau | Director | December 18, 2014 | ||
Henri-Paul Rousseau* | ||||
/s/ Raymond Royer | Director | December 18, 2014 | ||
Raymond Royer * | ||||
Director | ||||
T. Timothy Ryan, Jr. | ||||
/s/ Jerome J. Selitto | Director | December 18, 2014 | ||
Jerome J. Selitto* | ||||
/s/ Gregory D. Tretiak | Director | December 18, 2014 | ||
Gregory D. Tretiak* | ||||
/s/ Brian E. Walsh | Director | December 18, 2014 | ||
Brian E. Walsh* | ||||
*By: /s/ Richard G. Schultz | December 18, 2014 | |||
Richard G. Schultz | ||||
Attorney-in-Fact pursuant to Power of Attorney |
Carlton Fields | Attorneys At Law 1025 Thomas Jefferson Street, NW | Suite 400 East Washington, DC 20007-5208 202.965.8100 | fax 202.965.8104 www.CFJBLaw.com Atlanta Hartford Los Angeles Miami New York Orlando Tallahassee Tampa Washington, DC West Palm Beach | |||
Jorden Burt | ||||
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