485BPOS

As filed with the Securities and Exchange Commission on April 26, 2013

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. 27

AND THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 20

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)

Mitchell T.G. Graye

President, Chief Executive Officer and Principal Financial 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.
Jorden Burt LLP Suite 400 East	Chief Compliance Officer & Legal Counsel, Financial Services
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

------------

Approximate date of proposed public offering: Continuous

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

[   ] immediately upon filing pursuant to paragraph (b) of Rule 485.

[X] on May 1, 2013 pursuant to paragraph (b)(1)(vii) of Rule 485.

[   ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.

[   ] on              pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

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

Title of securities being offered: flexible premium variable universal life insurance policies.

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, 2013

Table of Contents

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
Closed Divisions	13
Fund Investment Policies	15
Fixed Account	21
Employer-Financed Insurance Purchase Arrangements—Tax and Other Legal Issues	22
Charges and Deductions	22
Expense Charge Applied to Premium	23
Mortality and Expense Risk Charge	23
Monthly Deduction	24
Monthly Risk Rates	24
Service Charge	25
Transfer Fee	25
Partial Withdrawal Fee	25
Surrender Charges	25
Change of Death Benefit Option Fee	25
Fund Expenses	25
General Description of Policy	25
Policy Rights	25
Owner	25
Beneficiary	26
Policy Limitations	26
Allocation of Net Premiums	26
Transfers Among Divisions	26
Fixed Account Transfers	26
Market Timing & Excessive Trading	26
Exchange of Policy	28
Age Requirements	28
Policy or Registrant Changes	28
Addition, Deletion or Substitution of Investment Options	28
The Series Account	28
Entire Contract	28
Alteration	28
Modification	28
Assignments	29
Notice and Elections	29
Account Value	29
Net Investment Factor	30
Splitting Units	31
Other Provisions and Benefits	31

Misstatement of Age or Sex (Non-Unisex Policy)	31
Suicide	31
Incontestability	31
Paid-Up Life Insurance	31
Supplemental Benefits	32
Term Life Insurance Rider	32
Change of Insured Rider	32
Report to Owner	33
Dollar Cost Averaging	33
Rebalancer Option	33
Non-Participating	34
Premiums	34
Policy Application, Issuance and Initial Premium	34
Free Look Period	34
Premium	35
Net Premiums	35
Planned Periodic Premiums	35
Death Benefits	35
Death Benefit	35
Changes in Death Benefit Option	36
Changes in Total Face Amount	36
Surrenders and Withdrawals	37
Surrenders	37
Partial Withdrawal	37
Loans	37
Policy Loans	37
Lapse and Reinstatement	38
Lapse and Continuation of Coverage	38
Grace Period	38
Termination of Policy	38
Reinstatement	39
Deferral of Payment	39
Federal Income Tax Considerations	39
Tax Status of the Policy	39
Diversification of Investments	39
Policy Owner Control	40
Tax Treatment of Policy Benefits	40
Life Insurance Death Benefit Proceeds	40
Tax Deferred Accumulation	40
Surrenders	40
Modified Endowment Contracts	41
Distributions	41
Distributions Under a Policy that is Not a Modified Endowment Contract	41
Distributions Under Modified Endowment Contracts	41
Multiple Policies	42
Treatment When Insured Reaches Attained Age 121	42
Federal Income Tax Withholding	42
Actions to Ensure Compliance with the Tax Law	42
Trade or Business Entity Owns or is Directly or Indirectly a Beneficiary of the Policy	42
Employer Owned Life Insurance	43
Split Dollar Life Insurance	43
Alternative Minimum Tax	43
Other Employee Benefit Programs	43
Policy Loan Interest	43

Our Taxes	43
Summary	43
Corporate Tax Shelter Requirements	44
Legal Proceedings	44
Legal Matters	44
Abandoned Property Requirements	44
Financial Statements	45
Glossary of Terms	A-1

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.

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.

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.

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. 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.

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.

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 . Certain limitations apply to Transfers into and out of the Fixed Account. See “Fixed Account Transfers” on page .

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  ¹/₂.

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.

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

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.

Periodic Charges Other Than Fund Operating Expenses

Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)1
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 Charge2	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+

¹  The cost of insurance will vary based on individual characteristics. The cost of insurance shown in the table is a sample illustration only and may not be representative of the charge that a particular Owner will pay. Owners may obtain more information about their particular cost of insurance by contacting us at 888-353-2654.

²  The mortality and expense risk is accrued daily and deducted on the first day of each Policy month by cancelling accumulation units pro-rata against all Sub-Accounts.

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 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.

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.

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 Expenses	0.28%	1.91%

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, 2012. 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. Mr. Paul Desmarais, through a group of private holding companies that he controls, 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.

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.

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.

Fund Investment Policies. The investment policies 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 Vista^SM 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.

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.

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. and QS Investors, LLC, are the subadvisers 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. QS Investors, LLC is the subadviser for the Fund.

DWS Variable Series II: DWS Small Mid Cap VIP (formerly known as Dreman 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 I: DWS Global Small Cap Growth VIP (Class A Shares) 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. (formerly Maxim Series Fund, Inc.) (advised by Great-West Capital Management, LLC, a wholly owned subsidiary of Great-West)

Great-West Ariel Small Cap Value Fund (formerly known as Maxim Ariel Small-Cap Value Portfolio) The Fund seeks long-term capital appreciation. Ariel Investments, LLC is the sub-adviser to this Fund.

Great-West Bond Index Fund (formerly known as Maxim Bond Index Portfolio) The Fund seeks results that track the total return of the fixed income securities that comprise the Barclays Capital Aggregate Bond Index.

Great-West Federated Bond Fund (formerly known as Maxim Federated Bond Portfolio) 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 Janus Large Cap Growth Fund (formerly known as Maxim Janus Large Cap Growth Portfolio) The Fund seeks long-term growth of capital. Janus Capital Management, LLC is the sub-adviser to this Fund.

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 (formerly known as Maxim Loomis-Sayles Bond Portfolio) 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 (formerly known as Maxim Loomis Sayles Small-Cap Value Portfolio) 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 (formerly known as Maxim MFS International Value Portfolio) The Fund seeks long-term capital growth. Massachusetts Financial Service Company is the sub-adviser to this Fund.

Great-West Money Market Fund (formerly known as Maxim Money Market Portfolio) 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 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 (formerly known as Maxim Short Duration Bond Portfolio) The Fund seeks maximum total return that is consistent with preservation of capital and liquidity.

Great-West T. Rowe Price Equity Income Fund ( formerly known as Maxim T. Rowe Price Equity/Income Portfolio) 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 (formerly known as Maxim T. Rowe Price Mid Cap Growth Portfolio) 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 (formerly known as Maxim Templeton Global Bond Portfolio) 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 (formerly known as Maxim U.S. Government Mortgage Securities Portfolio) The Fund seeks the highest level of return consistent with preservation of capital and substantial credit protection.

Great-West Profile I Funds (formerly Maxim Profile I Portfolios)

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 (formerly known as Maxim Aggressive Profile I Portfolio) 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 (formerly known as Maxim Moderately Aggressive Profile I Portfolio) 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 (formerly known as Maxim Moderate Profile I Portfolio) 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 (formerly known as Maxim Moderately Conservative Profile I Portfolio) 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 (formerly known as Maxim Conservative Profile I Portfolio) 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 (formerly Maxim Lifetime Asset Allocation Portfolios)

Great-West Lifetime 2015 Fund II (formerly known as Maxim Lifetime 2015 Portfolio 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 (formerly known as Maxim Lifetime 2025 Portfolio 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 (formerly known as Maxim Lifetime 2035 Portfolio 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 (formerly known as Maxim Lifetime 2045 Portfolio 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 (formerly known as Maxim Lifetime 2055 Portfolio 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 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.

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 MultiCap Value Fund (Class IA Shares) 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.

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

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 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 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 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 six 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	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, 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.

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 Maxim 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 .

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 .

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. 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 page .

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.

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.

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 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 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

• 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

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. 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 .

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 .

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.

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. 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.

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 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.

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 .

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 . 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 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 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 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. 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 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.

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;

• 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 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 59 ¹/₂ 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.

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.

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.

The Health Care and Education Reconciliation Act of 2010 (the “Act”). The Act imposes a 3.8% tax in taxable years beginning in 2013 on 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). Proposed regulations issued by the IRS define “net investment income” for this purpose as including taxable distributions from life insurance policies over allowable deductions, as such term is defined in the Act. Please consult the impact of the Act 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, Chief Compliance Officer & Legal Counsel, Financial Services, 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 Jorden Burt LLP, 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”), 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.

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.

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 .

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.

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.

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 Internet site 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

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, 2013

Table of Contents

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 Policies	14
Fixed Account	24
Employer-Financed Insurance Purchase Arrangements—Tax and Other Legal Issues	24
Charges and Deductions	25
Expense Charge Applied to Premium	25
Mortality and Expense Risk Charge	26
Monthly Deduction	26
Monthly Risk Rates	27
Service Charge	27
Transfer Fee	27
Partial Withdrawal Fee	27
Surrender Charges	27
Change of Death Benefit Option Fee	27
Fund Expenses	27
General Description of Policy	28
Policy Rights	28
Owner	28
Beneficiary	28
Policy Limitations	28
Allocation of Net Premiums	28
Transfers Among Divisions	28
Fixed Account Transfers	29
Market Timing & Excessive Trading	29
Exchange of Policy	30
Age Requirements	30
Policy or Registrant Changes	30
Addition, Deletion or Substitution of Investment Options	30
Entire Contract	31
Alteration	31
Modification	31
Assignments	31
Notice and Elections	31
Account Value	31
Net Investment Factor	32
Splitting Units	33
Other Provisions and Benefits	33
Misstatement of Age or Sex	33
Suicide	33

Incontestability	34
Paid-Up Life Insurance	34
Supplemental Benefits	34
Term Life Insurance Rider	34
Change of Insured Rider	35
Report to Owner	35
Dollar Cost Averaging	35
Rebalancer Option	35
Non-Participating	36
Premiums	36
Policy Application, Issuance and Initial Premium	36
Free Look Period	37
Premium	37
Net Premiums	37
Planned Periodic Premiums	37
Death Benefits	37
Death Benefit	38
Changes in Death Benefit Option	38
Changes in Total Face Amount	39
Surrenders and Withdrawals	39
Surrenders	39
Partial Withdrawal	39
Loans	40
Policy Loans	40
Lapse and Reinstatement	40
Lapse and Continuation of Coverage	41
Grace Period	41
Termination of Policy	41
Reinstatement	41
Deferral of Payment	41
Federal Income Tax Considerations	41
Tax Status of the Policy	42
Diversification of Investments	42
Policy Owner Control	42
Tax Treatment of Policy Benefits	42
Life Insurance Death Benefit Proceeds	42
Tax Deferred Accumulation	43
Surrenders	43
Modified Endowment Contracts	43
Distributions	43
Distributions Under a Policy that is Not a Modified Endowment Contract	43
Distributions Under Modified Endowment Contracts	44
Multiple Policies	44
Treatment When Insured Reaches Attained Age 121	44
Federal Income Tax Withholding	44
Actions to Ensure Compliance with the Tax Law	44
Trade or Business Entity Owns or is Directly or Indirectly a Beneficiary of the Policy	44
Employer Owned Life Insurance	45
Split Dollar Life Insurance	45
Other Employee Benefit Programs	45
Policy Loan Interest	45
Our Taxes	46
Corporate Tax Shelter Requirements	46
Legal Proceedings	47

Legal Matters	47
Abandoned Property Requirements	47
Financial Statements	47
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, 2011	B-1

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.

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.

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. 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.

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.

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 .

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 ¹/₂.

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.

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

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.

Periodic Charges Other Than Fund Operating Expenses

Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)1
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 Charge2	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+

¹ The cost of insurance will vary based on individual characteristics. The cost of insurance shown in the table is a sample illustration only and may not be representative of the charge that a particular Owner will pay. Owners may obtain more information about their particular cost of insurance by contacting us at 888-353-2654.

² The mortality and expense risk is accrued daily and deducted on the first day of each Policy month by cancelling accumulation units pro-rata against all Sub-Accounts.

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 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.

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.

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	0.28%	2.37%

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, 2012. 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. Mr. Paul Desmarais, through a group of private holding companies that he controls, 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.

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.

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.

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.

Fund Investment Policies. The investment policies 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.

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 Vista^SM 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.

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.

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.

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. and QS Investors, LLC are the subadvisers for the Fund.

DWS Variable Series II: DWS Small Mid Cap Value VIP (formerly known as DWS Dreman 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. QS Investors, LLC is the subadviser for the Fund.

DWS Variable Series I: DWS Global Small Cap Growth VIP (Class A Shares) 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 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. (formerly Maxim Series Fund, Inc.) (advised by Great-West Capital Management, LLC, a wholly owned subsidiary of Great-West)

Great-West Ariel Small Cap Value Fund (formerly known as Maxim Ariel Small-Cap Value Portfolio)

The Fund’s investment objective is long-term capital appreciation.

Ariel Investments, LLC is the sub-adviser to this Fund.

Great-West Ariel MidCap Value Fund (formerly known as Maxim Ariel Mid-Cap Value Portfolio) The Fund seeks long-term capital appreciation. Effective May 1, 2006, the Division investing in this Fund was closed to new investors; however, Owners with amounts invested in this Division as of May 1, 2006 may continue to allocate Premium payments and Transfer amounts into and out of this Division. Ariel Investments, LLC is the sub-adviser to this Fund.

Great-West Bond Index Fund (formerly known as Maxim Bond Index Portfolio) 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 (formerly known as Maxim Federated Bond Portfolio) 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 Janus Large Cap Growth Fund (formerly known as Maxim Janus Large Cap Growth Portfolio) The Fund seeks long-term growth of capital. Janus Capital Management, LLC is the sub-adviser to this Fund.

Great-West Loomis Sayles Bond Fund (formerly known as Maxim Loomis-Sayles Bond Portfolio) 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 (formerly known as Maxim Loomis Sayles Small-Cap Value Portfolio) 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 (formerly known as Maxim MFS International Value Portfolio) 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 (formerly known as Maxim Money Market Portfolio) 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 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 (formerly known as Maxim Short Duration Bond Portfolio) The Fund seeks maximum total return that is consistent with preservation of capital and liquidity.

Great-West Small Cap Growth Fund (formerly known as Maxim Small-Cap Growth Portfolio) 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 (formerly known as Maxim T. Rowe Price Equity/Income Portfolio) 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 (formerly known as Maxim T. Rowe Price MidCap Growth Portfolio) 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 (formerly known as Maxim Templeton Global Bond Portfolio) 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 (formerly known as Maxim U.S. Government Mortgage Securities Portfolio) The Fund seeks the highest level of return consistent with preservation of capital and substantial credit protection.

Great-West Profile I Funds (formerly Maxim Profile I Portfolios)

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 (formerly known as Maxim Aggressive Profile I Portfolio) 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 (formerly known as Maxim Moderately Aggressive Profile I Portfolio) 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 (formerly known as Maxim Moderate Profile I Portfolio) 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 (formerly known as Maxim Moderately Conservative Profile I Portfolio) 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 (formerly known as Maxim Conservative Profile I Portfolio) 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 (formerly Maxim Lifetime Asset Allocation Portfolios)

Great-West Lifetime 2015 Fund II (formerly known as Maxim Lifetime 2015 Portfolio 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 (formerly known as Maxim Lifetime 2025 Portfolio 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 (formerly known as Maxim Lifetime 2035 Portfolio 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 (formerly known as Maxim Lifetime 2045 Portfolio 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 (formerly known as Maxim Lifetime 2055 Portfolio 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 (formerly Diversified Dividend Growth 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, 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 (formerly known as Janus Aspen Worldwide 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 (formerly known as Neuberger Berman AMT Partners 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)

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.

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 MidCap Value Fund (Class IA Shares) 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.

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 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. 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 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 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 six 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, 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 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 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 .

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 .

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 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.

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 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 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.

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.

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 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. 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 .

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 .

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.

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. 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.

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 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 .

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 . 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 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 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.

A partial withdrawal may have tax consequences. See “Federal Income Tax Considerations — Tax Treatment of Policy Benefits,” beginning on page 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. 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 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.

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;

• 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 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 59 ¹/₂ 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.

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.

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.

The Health Care and Education Reconciliation Act of 2010 (the “Act”). The Act imposes a 3.8% tax in taxable years beginning in 2013 on 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). Proposed regulations issued by the IRS define “net investment income” for this purpose as including taxable distributions from life insurance policies over allowable deductions, as such term is defined in the Act. Please consult the impact of the Act 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, Chief Compliance Officer & Legal Counsel, Financial Services, 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 Jorden Burt LLP, 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”), 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.

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.

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 ..

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 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.

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 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.

Transaction Fees

Charge	When Charge is Deducted	Amount Deducted
Maximum Sales Charge Imposed on Premium	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
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.
Premium Tax	Upon each Premium payment	Maximum: 3.5% of Premium

Transfer Fee	At time of Transfer for all Transfers in excess of 12 made in the same calendar year	Maximum: $10/Transfer
Loan Interest	Upon issuance of Policy loan	Maximum: the Moody’s Corporate Bond Yield Average – Monthly Average Corporates

The next table describes the fees and expenses that you will pay periodically during the time that you own the Pre-2009 Policy, not including Fund fees and expenses.

Periodic Charges Other Than Fund Operating Expenses

Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk1
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 Fees2	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+

¹  The cost of insurance will vary based on individual characteristics. The cost of insurance shown in the table is a sample illustration only and may not be representative of the charge that a particular Owner of the Pre-2009 Policy will pay. Owners may obtain more information about their particular cost of insurance by contacting us at 888-353-2654.

²  The mortality and expense risk charge is accrued daily and deducted on the first day of each Policy month by cancelling accumulation units pro-rata against all Sub-Accounts.

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 of this prospectus. The benefits provided under each rider are summarized in “Other Provisions and Benefits” beginning on page.
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.

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 , and 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 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.”

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 mailto: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 Internet site 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

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, 2013, 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, 2013

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. Mr. Paul Desmarais, through a group of private holding companies that he controls, 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 31^st 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 herein and elsewhere in the Registration Statement. The consolidated financial statements of Great-West Life & Annuity Insurance Company and subsidiaries included in this Statement of Additional Information and the related financial statement schedule included elsewhere in the Registration Statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the Registration Statement (which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and includes an explanatory paragraph referring to the retrospective adoption of a change in accounting for costs associated with acquiring or renewing insurance contracts). 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, 2012

and 2011, 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, 2012 and Report of Independent

Registered Public Accounting Firm

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, 2012 and 2011, 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, 2012. Our audits also included the financial statement schedule. 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 Great-West Life & Annuity Insurance Company and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, 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.

As discussed in Note 1 to the consolidated financial statements, the accompanying consolidated financial statements have been retrospectively adjusted for the Company’s adoption of a change in accounting for costs associated with acquiring or renewing insurance contracts.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

February 28, 2013

1

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Balance Sheets

December 31, 2012 and 2011

(In Thousands, Except Share Amounts)

	December 31,
	2012		2011
Assets				As adjusted
Investments:				See Note 1
Fixed maturities, available-for-sale, at fair value (amortized cost $16,756,216 and $15,586,970)	$	18,188,344	$	16,589,783
Fixed maturities, held for trading, at fair value (amortized cost $356,012 and $134,591)		367,600		147,526
Mortgage loans on real estate (net of allowances of $2,890 and $21,130)		2,881,758		2,513,087
Policy loans		4,260,200		4,219,849
Short-term investments, available-for-sale (amortized cost $266,332 and $332,764)		266,332		332,764
Limited partnership and other corporation interests		124,814		169,233
Other investments		21,328		22,990
Total investments		26,110,376		23,995,232
Other assets:
Cash		11,387		7,593
Reinsurance receivable		638,797		616,336
Deferred acquisition costs and value of business acquired		204,461		219,833
Investment income due and accrued		257,028		248,114
Collateral under securities lending agreements		142,022		7,099
Due from parent and affiliates		82,828		114,697
Goodwill		105,255		105,255
Other intangible assets		18,249		21,855
Other assets		609,623		505,401
Assets of discontinued operations		33,053		39,621
Separate account assets		24,605,526		22,331,391
Total assets	$	52,818,605	$	48,212,427

See notes to consolidated financial statements. (Continued)

2

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Balance Sheets

December 31, 2012 and 2011

(In Thousands, Except Share Amounts)

	December 31,
	2012		2011
				As adjusted See Note 1
Liabilities and stockholder’s equity
Policy benefit liabilities:
Future policy benefits	$	23,480,618	$	21,828,274
Policy and contract claims		321,375		310,455
Policyholders’ funds		374,821		382,816
Provision for policyholders’ dividends		63,102		64,710
Undistributed earnings on participating business		10,393		11,105
Total policy benefit liabilities		24,250,309		22,597,360
General liabilities:
Due to parent and affiliates		544,447		538,561
Commercial paper		97,987		97,536
Payable under securities lending agreements		142,022		7,099
Deferred income tax liabilities, net		288,995		154,464
Other liabilities		719,969		532,327
Liabilities of discontinued operations		33,053		39,616
Separate account liabilities		24,605,526		22,331,391
Total liabilities		50,682,308		46,298,354
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 authorized; 7,032,000 shares issued and outstanding		7,032		7,032
Additional paid-in capital		771,041		768,247
Accumulated other comprehensive income		635,699		469,982
Retained earnings		722,525		668,812
Total stockholder’s equity		2,136,297		1,914,073
Total liabilities and stockholder’s equity	$	52,818,605	$	48,212,427

See notes to consolidated financial statements. (Concluded)

3

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Income

Years Ended December 31, 2012, 2011 and 2010

(In Thousands)

	Year ended December 31,
	2012		2011		2010
			As adjusted See Note 1		As adjusted See Note 1
Revenues:
Premium income, net of premiums ceded of $50,303, $40,720 and $41,474	$	422,153	$	523,216	$	805,622
Fee income		535,823		486,795		447,954
Net investment income		1,191,551		1,158,486		1,174,744
Realized investment gains (losses), net:
Total other-than-temporary losses		(5,138)		(19,467)		(96,648)
Other-than-temporary (gains) losses transferred to other comprehensive income		(61)		10,005		16,747
Other realized investment gains, net		121,916		33,957		55,406
Total realized investment gains (losses), net		116,717		24,495		(24,495)
Total revenues		2,266,244		2,192,992		2,403,825
Benefits and expenses:
Life and other policy benefits, net of reinsurance recoveries of $46,492, $36,876 and $30,678		682,088		645,567		628,895
Increase (decrease) in future policy benefits		(66,697)		18,828		320,167
Interest paid or credited to contractholders		519,499		529,349		518,918
Provision for policyholders’ share of earnings on participating business		(580)		2,884		2,197
Dividends to policyholders		64,000		67,334		70,230
Total benefits		1,198,310		1,263,962		1,540,407
General insurance expenses		596,649		566,693		530,893
Amortization of deferred acquisition costs and value of business acquired		60,479		28,820		29,343
Interest expense		37,387		37,462		37,421
Total benefits and expenses, net		1,892,825		1,896,937		2,138,064
Income from continuing operations before income taxes		373,419		296,055		265,761
Income tax expense		135,305		93,818		68,627
Income from continuing operations		238,114		202,237		197,134
(Loss) from discontinued operations, net of income tax (expense) benefit of $ - , $ - and $900		-		-		(1,600)
Net income	$	238,114	$	202,237	$	195,534

See notes to consolidated financial statements.

4

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2012, 2011 and 2010

(In Thousands)

	Year ended December 31,
	2012		2011		2010
			As adjusted See Note 1		As adjusted See Note 1
Net Income	$	238,114	$	202,237	$	195,534
Components of other comprehensive income
Unrealized holding gains arising on available-for-sale fixed maturity investments (1)		534,028		511,663		724,296
Net change during the period related to cash flow hedges		(18,881)		21,014		17,293
Reclassification adjustment for (gains) losses realized in net income		(107,713)		(74,165)		23,198
Net unrealized gains related to investments		407,434		458,512		764,787
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(83,835)		(100,216)		(129,715)
Employee benefit plan adjustment		(68,650)		(49,566)		(5,142)
Other, net		(152,485)		(149,782)		(134,857)
Other comprehensive income before income taxes		254,949		308,730		629,930
Income tax expense related to items of other comprehensive income		89,232		108,056		220,476
Other comprehensive income		165,717		200,674		409,454
Total comprehensive income	$	403,831	$	402,911	$	604,988

⁽¹⁾ Other comprehensive income includes the non-credit component of impaired losses on fixed maturities available-for-sale in the amounts of $26,583, $13,590 and $6,346 for the years ended December 31, 2012, 2011 and 2010, respectively.

See notes to consolidated financial statements.

5

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Stockholder’s Equity

Years ended December 31, 2012, 2011 and 2010

(In Thousands)

	Common stock		Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings		Total
Balances, January 1, 2010 (1)	$	7,032	$	761,330	$	(140,146)	$	638,311	$	1,266,527
Net income (1)								195,534		195,534
Other comprehensive income (loss), net of income taxes (1)						409,454				409,454
Dividends								(160,917)		(160,917)
Capital contribution - stock-based compensation				1,855						1,855
Income tax benefit on stock-based compensation				1,459						1,459
Balances, December 31, 2010 (1)		7,032		764,644		269,308		672,928		1,713,912
Net income (1)								202,237		202,237
Other comprehensive income (loss), net of income taxes (1)						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 (1)		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

⁽¹⁾ As adjusted; See Note 1

See notes to consolidated financial statements.

6

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Cash Flows

Years ended December 31, 2012, 2011 and 2010

(In Thousands)

	Year ended December 31,
	2012		2011		2010
			As adjusted See Note 1		As adjusted See Note 1
Cash flows from operating activities:
Net income	$	238,114	$	202,237	$	195,534
Adjustments to reconcile net income to net cash provided by operating activities:
Earnings allocated to participating policyholders		(580)		2,884		2,197
Amortization of premiums (accretion of discounts) on investments, net		(28,495)		(41,220)		(44,096)
Net realized (gains) losses on investments		(126,938)		(62,088)		26,665
Net proceeds (purchases) of trading securities		(220,646)		3,597		901
Interest credited to contractholders		515,356		525,347		514,002
Depreciation and amortization		82,595		48,094		44,540
Deferral of acquisition costs		(94,826)		(57,108)		(47,513)
Deferred income taxes		45,371		23,617		33,636
Other, net		(2,681)		(4,037)		(9,834)
Changes in assets and liabilities:
Policy benefit liabilities		(192,755)		(148,298)		135,731
Reinsurance receivable		(15,893)		1,131		4,594
Investment income due and accrued		(8,654)		(8,769)		(13,896)
Other assets		(98,042)		(8,176)		9,256
Other liabilities		31,380		45,515		(112,002)
Net cash provided by operating activities		123,306		522,726		739,715
Cash flows from investing activities:
Proceeds from sales, maturities and redemptions of investments:
Fixed maturities, available-for-sale		8,432,248		5,373,914		4,515,507
Mortgage loans on real estate		172,950		96,848		158,246
Limited partnership interests, other corporation interests and other investments		52,151		58,872		90,235
Purchases of investments:
Fixed maturities, available-for-sale		(9,407,969)		(6,405,522)		(5,355,943)
Mortgage loans on real estate		(524,396)		(899,234)		(331,843)
Limited partnership interests, other corporation interests and other investments		(5,577)		(7,874)		(19,528)
Net change in short-term investments		81,058		1,576,779		(919,023)
Net change in repurchase agreements		-		(936,762)		445,424
Policy loans, net		4,983		(41,408)		24,257
Purchases of furniture, equipment and software		(23,525)		(19,990)		-
Net cash used in investing activities		(1,218,077)		(1,204,377)		(1,392,668)
See notes to consolidated financial statements.						(Continued)

7

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Cash Flows

Years ended December 31, 2012, 2011 and 2010

(In Thousands)

	Year ended December 31,
	2012		2011		2010
			As adjusted See Note 1		As adjusted See Note 1
Cash flows from financing activities:
Contract deposits	$	2,881,112	$	2,544,213	$	2,234,984
Contract withdrawals		(1,636,066)		(1,716,544)		(1,570,767)
Change in due to/from parent and affiliates		37,598		87,743		(16,274)
Dividends paid		(184,401)		(206,353)		(160,917)
Net commercial paper borrowings		451		5,855		(5,932)
Change in book overdrafts		(609)		(31,963)		3,898
Income tax benefit of stock option exercises		480		1,817		1,459
Net cash provided by financing activities		1,098,565		684,768		486,451
Net increase (decrease) in cash		3,794		3,117		(166,502)
Cash, beginning of year		7,593		4,476		170,978
Cash, end of year	$	11,387	$	7,593	$	4,476
Supplemental disclosures of cash flow information:
Net cash paid (received) during the year for:
Income taxes	$	(102,213)	$	(121,436)	$	33
Income tax payments withheld and remitted to taxing authorities		48,932		53,630		56,664
Interest		37,387		37,463		37,421
Non-cash investing and financing transactions during the years:
Share-based compensation expense	$	2,314	$	1,786	$	1,855
Fair value of assets acquired in settlement of fixed maturity investments		1,125		13,021		-
Real estate acquired in satisfaction of debt		-		2,140		-

8

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(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.

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, valuation of policy benefit liabilities, valuation of deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”), employee benefits plans and income taxes 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.

Retrospective adoption of accounting pronouncement

In October 2010, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2010-26 Financial Services - Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts - a Consensus of the FASB Emerging Issues Task Force (“ASU No. 2010-26”). ASU No. 2010-26 provided guidance and modified the definition of the types and nature of costs incurred by insurance enterprises that can be capitalized in connection with the successful acquisition of new or renewal insurance contracts. Further, ASU No. 2010-26 clarified which costs may not be capitalized as DAC. Such costs include incremental costs related to unsuccessful attempts to acquire new or renewal insurance contracts in addition to certain administrative costs. ASU No. 2010-26 was effective for interim and annual periods in fiscal years beginning after December 15, 2011. The Company adopted ASU No. 2010-26 for its fiscal year beginning January 1, 2012, and applied the retrospective method of adoption to year-end 2004. Any adjustment prior to 2004 was impracticable.

9

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following is a summary of the effects of the adoption of ASU No. 2010-26 on the Company’s condensed consolidated financial statements:

	As previously reported			Retrospective adoption			As adjusted
Consolidated Balance Sheets
December 31, 2011
Deferred acquisition costs and value of business acquired	$	343,449		$	(123,616	)	$	219,833
Deferred income tax liabilities, net		197,729			(43,265	)		154,464
Accumulated other comprehensive income		445,372			24,610			469,982
Retained earnings		773,773			(104,961	)		668,812
Consolidated Statements of Income
December 31, 2011
General insurance expenses		535,636			31,057			566,693
Amortization of deferred acquisition costs and value of business acquired		41,634			(12,814	)		28,820
Income tax expense		100,203			(6,385	)		93,818
Net income		214,095			(11,858	)		202,237
December 31, 2010
General insurance expenses		498,386			32,507			530,893
Amortization of deferred acquisition costs and value of business acquired		50,741			(21,398	)		29,343
Income tax expense		72,515			(3,888	)		68,627
Net income		202,755			(7,221	)		195,534
Consolidated Statements of Comprehensive Income
December 31, 2011
Net income		214,095			(11,858	)		202,237
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(96,860	)		(3,356	)		(100,216	)
Income tax expense related to items of other comprehensive income		109,230			(1,174	)		108,056
December 31, 2010
Net income		202,755			(7,221	)		195,534
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(182,357	)		52,642			(129,715	)
Income tax expense related to items of other comprehensive income		202,051			18,425			220,476
Consolidated Statements of Stockholder’s Equity
Balances, January 1, 2010, Accumulated other comprehensive income (loss)		(132,721	)		(7,425	)		(140,146	)
Balances, January 1, 2010, Retained earnings		724,193			(85,882	)		638,311
Net income, 2010		202,755			(7,221	)		195,534
Other comprehensive income (loss), net of income taxes, 2010		375,237			34,217			409,454
Net income, 2011		214,095			(11,858	)		202,237
Other comprehensive income (loss), net of income taxes, 2011		202,856			(2,182	)		200,674

10

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	As previously reported			Retrospective adoption			As adjusted
Consolidated Statements of Cash Flows
December 31, 2011
Net income		214,095			(11,858	)		202,237
Depreciation and amortization		60,908			(12,814	)		48,094
Deferral of acquisition costs		(88,165	)		31,057			(57,108	)
Deferred income taxes		30,002			(6,385	)		23,617
December 31, 2010
Net income		202,755			(7,221	)		195,534
Depreciation and amortization		65,938			(21,398	)		44,540
Deferral of acquisition costs		(80,020	)		32,507			(47,513	)
Deferred income taxes		37,524			(3,888	)		33,636

Summary of Significant Accounting Policies

Investments

Investments are reported as follows:

1. The Company classifies the majority of its fixed maturity investments as available-for-sale. 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 and mortgage provision allowances. Interest income is accrued on the unpaid principal balance for all loans, except for loans on non-accrual status. Premiums and discounts 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.

11

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

• 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 disclosed as impaired.

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

Loan balances are considered past due when payment has not been received based on contractually agreed upon terms. 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.

12

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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.

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 enters into dollar repurchase agreements with third party broker-dealers. The Company does not enter into these types of transactions for liquidity purposes, but rather for yield enhancements on its investment portfolio. The dollar repurchase trading strategy involves the sale of securities with a simultaneous agreement to repurchase similar securities at a future date at an agreed-upon price. Assets to be repurchased are the same, or substantially the same, as the assets transferred and are accounted for as secured borrowings. Proceeds of the sale are reinvested in other securities and may enhance the current yield and total return. The difference between the sales price and the future repurchase price is recorded as an adjustment to net investment income. In connection with repurchase agreements transactions, it is the Company’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. During the period between the sale and repurchase, the Company will not be entitled to receive interest and principal payments on the securities sold. Losses may arise from changes in the value of the securities or if the counterparty enters bankruptcy proceedings or becomes insolvent. In such cases, the Company’s right to repurchase the security may be restricted. Amounts owed to brokers under these arrangements are included in repurchase agreements.

7. 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.

8. 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;

13

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

• 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;

• A fixed maturity investment has been downgraded by a credit rating agency;

• The financial condition of the issuer has deteriorated;

• The payment structure of the fixed maturity investment and the likelihood of the issuer being able to make payments in the future; and

• 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.

• 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

14

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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.

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.

15

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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 due to the internally adjusted ABX Index spread being 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 and interest rate swap futures. 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.

All derivatives, regardless of hedge accounting treatment, are recorded in other assets and other liabilities at fair value. Accounting for the ongoing changes in the fair value of a derivative depends upon the intended use of the derivative and its designation as determined when the derivative contract is entered into. 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 and the over effective portion of cash flow hedges are recognized in net investment income in the period of the change. Investment gains and losses generally result from the termination of derivative contracts prior to expiration.

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, (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. The Company incorporates the market’s perception of its own and the counterparty’s non-performance risk through review of credit spreads in determining the fair value of the portion of its over-the-counter (“OTC”) derivative assets and liabilities that are uncollateralized.

16

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

Collateral agreements are regularly entered into as part of the underlying agreements with counterparties to mitigate counterparty credit risk. Certain of these arrangements require collateral when the fair value exceeds certain thresholds and also include credit contingent provisions that provide for a reduction of these thresholds in the event of downgrade in the credit ratings of the Company and/or the counterparty.

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 are included in other liabilities in the accompanying consolidated balance sheets.

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 its estimated useful life. Capitalized internal use software development costs, net of accumulated amortization, in the amounts of $48,280 and $33,021, are included in other assets at December 31, 2012 and 2011, respectively. The Company capitalized $17,593, $16,676 and $9,816 of internal use software development costs during the years ended December 31, 2012, 2011 and 2010, 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 through 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 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.

17

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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 and 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 and preferred provider 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 that was 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 upon 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 through separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contractholder 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”) (formerly known as Maxim Series Funds Inc.) 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 $13,808,516 and $13,051,532 at December 31, 2012 and 2011, respectively, are computed on the basis of estimated mortality, investment yield, withdrawals, future maintenance and settlement expenses and retrospective experience rating premium refunds. Annuity contract benefits without life contingencies in the amounts of $9,622,357 and $8,727,286 at December 31, 2012 and 2011, respectively, are established at the contractholder’s account value.

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 and coinsurance contracts. For each of its reinsurance agreements, the Company determines if the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. If the Company determines that a reinsurance agreement does not provide indemnification against loss or liability relating to insurance risk, the Company records the agreement using the deposit method of accounting. The Company reviews all contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.

18

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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. The 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 are $6,748,375 and $6,705,462 at December 31, 2012 and 2011, respectively. Participating business comprises approximately 9% and 8% of the Company’s individual life insurance in-force at December 31, 2012 and 2011, respectively, and 20%, 19% and 13% of individual life insurance premium income for the years ended December 31, 2012, 2011 and 2010, respectively. The policyholder’s share of net income on participating policies is excluded from stockholder’s equity and recorded as undistributed earnings on participating business in the consolidated balance sheet.

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.

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 the enactments or changes in the tax laws or rules, are considered.

19

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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.

In 2011, the Company implemented 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. Application of Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements (“ASU No. 2010-06”). ASU No. 2010-06 provides for disclosure of significant transfers in and out of the fair value hierarchy Levels 1 and 2 and the reasons for these transfers. In addition, ASU No. 2010-06 provides for separate disclosure about purchases, sales, issuances and settlements in the Level 3 hierarchy rollforward activity. ASU No. 2010-06 is effective for interim and annual periods beginning after December 31, 2009 except for the provisions relating to purchases, sales, issuances and settlements of Level 3 investments, which are effective for fiscal years beginning after December 15, 2010. The Company adopted the disclosure provisions of ASU 2010-06 for its fiscal year beginning January 1, 2010 and adopted the Level 3 purchases, sales, issuances and settlements provisions for its fiscal year beginning January 1, 2011. The provisions of ASU No. 2010-06 relate only to financial statement disclosures and, accordingly, did not have an impact on the Company’s consolidated financial position or the results of its operations.

In April 2011, the FASB issued ASU No. 2011-02 Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring (“ASU No. 2011-02”). ASU No. 2011-02 clarifies and defines the criteria to be met in a debt modification in order to be considered a troubled debt restructuring. It also clarifies whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructures. ASU No. 2011-02 is effective for the first interim or annual period beginning on or after June 15, 2011 with early adoption permitted and is to be applied retrospectively to the beginning of the annual period of adoption. The Company adopted ASU No. 2011-02 for its fiscal period ended September 30, 2011. The adoption of ASU No. 2011-02 did not have an impact on the Company’s consolidated financial position or the results of its operations.

In April 2011, the FASB issued ASU No. 2011-03 Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements (“ASU No. 2011-03”). ASU No. 2011-03 removes from the assessment of effective control the criterion requiring a transferor to have the ability to repurchase or redeem the financial assets transferred in a repurchase arrangement. This requirement was one of the criteria under ASC topic 860 that entities used to determine whether a transferor maintained effective control. Entities are still required to consider all the effective control criterion under ASC topic 860; however, the elimination of this requirement may lead to more conclusions that a repurchase agreement should be accounted for as a secured borrowing rather than a sale. ASU No. 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The Company adopted ASU No. 2011-03 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-03 did not have an impact on the Company’s consolidated financial position or the results of its operations.

20

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

In May 2011, the FASB issued ASU No. 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU No. 2011-04”). ASU No. 2011-04 does not extend the use of the existing concepts or guidance regarding fair value. It results in common fair value measurements and disclosures between accounting principles generally accepted in the United States and those of International Financial Reporting Standards. ASU No. 2011-04 expands disclosure requirements for Level 3 inputs to include a quantitative description of the unobservable inputs used, a description of the valuation process used and a qualitative description about the sensitivity of the fair value measurements. ASU No. 2011-04 is effective for interim or annual periods beginning on or after December 15, 2011. The Company adopted ASU No. 2011-04 for its fiscal year beginning January 1, 2012. The provisions of ASU No. 2011-04 relate only to financial statement disclosures regarding fair value and, accordingly, its adoption did not have an impact on the Company’s consolidated financial position or the results of its operations.

In June 2011, the FASB issued ASU No. 2011-05 Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU No. 2011-05”). ASU No. 2011-05 provides that, upon adoption, entities must present the components of net income, the components of comprehensive income and the total of comprehensive income for all periods presented. The option of presenting the components of comprehensive income in the statement of changes of equity has been eliminated. ASU No. 2011-05 is effective for interim or annual periods beginning on or after December 15, 2011. The Company adopted ASU No. 2011-05 for its fiscal year beginning January 1, 2012. The provisions of ASU No. 2011-05 relate only to the presentation of other comprehensive income and, accordingly, its adoption did not have an impact on the Company’s consolidated financial position or the results of its operations. ASU No. 2011-05 was subsequently amended by ASU No. 2011-12.

In September 2011, the FASB issued ASU No. 2011-08 Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU No. 2011-08”). ASU No. 2011-08 provides that entities have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of recorded goodwill is less than its carrying value. If an entity concludes that it is more likely than not that the fair value of recorded goodwill is less than its carrying value, it is then required to calculate the fair value of the recorded goodwill and to measure the amount of impairment loss, if any. ASU No. 2011-08 is effective for annual and interim goodwill impairment tests for fiscal years beginning after December 15, 2011. The Company adopted the provisions of ASU No. 2011-08 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-08 did not have an impact on the Company’s consolidated financial position or the results of its operations.

In December 2011, the FASB issued ASU No. 2011-12 Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU No. 2011-12”). ASU No. 2011-12 indefinitely defers the requirement in ASU No. 2011-05 for entities to present reclassification adjustments out of AOCI by component in both the statement in which net income is presented and statement in which other comprehensive income is presented, for both interim and annual periods. ASU No. 2011-12 does not affect any other provisions of ASU No. 2011-05. ASU No. 2011-12 is effective for fiscal years and interim periods within those years ending after December 15, 2011. The Company adopted the provisions of ASU No. 2011-12 for its fiscal year beginning January 1, 2012. The provisions of ASU No. 2011-12 relate only to the indefinite deferral of the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income and, accordingly, its adoption did not have an impact on the Company’s consolidated financial position or the results of its operations. ASU No. 2011-12 was subsequently amended by ASU No. 2013-02.

21

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

Future adoption of new accounting pronouncements

In December 2011, the FASB issued 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 is effective for annual reporting periods beginning on or after January 1, 2013 and for interim periods within those annual periods. The Company will adopt the provisions of ASU No. 2011-11 for its fiscal year beginning January 1, 2013. The provisions of ASU No. 2011-11 relate only to financial statement disclosures regarding balance sheet offsetting and, accordingly, its adoption will not have an impact on the Company’s consolidated financial position or the results of its operations. ASU No. 2011-11 was subsequently amended by ASU No. 2013-01.

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. The Company will adopt the provisions of ASU No. 2013-01 for its fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. The effective date is the same as the effective date of ASU No. 2011-11.

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, for all entities. The Company will adopt the provisions of ASU No. 2013-02 for its fiscal year beginning January 1, 2013. The provisions of ASU No. 2013-02 relate only to financial statement presentation of other comprehensive income and, accordingly, its adoption will not have an impact on the Company’s consolidated financial position or the results of its operations.

3. 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 at December 31, 2012 and 2011 are the following related party amounts:

	December 31,
	2012		2011
Reinsurance receivable	$	533,446	$	502,093
Future policy benefits		1,990,579		2,115,676

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

Included in the consolidated statements of income for the years ended December 31, 2012, 2011 and 2010 are the following related party amounts:

	Year ended December 31,
	2012			2011			2010
Premium income, net of related party premiums ceded of $18,112, $6,912, and $3,588	$	96,439		$	129,072		$	131,037
Life and other policy benefits, net of reinsurance recoveries of $12,562 $6,426 and $4,906		99,321			106,790			122,830
Decrease in future policy benefits		(39,439	)		(70,554	)		(65,778	)

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 for the years ended December 31, 2012, 2011 and 2010. 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,
	2012		2011		2010
Investment management and administrative revenue included in fee income and net investment income	$	7,770	$	7,492	$	7,505
Administrative and underwriting expense reimbursements included as a reduction to general insurance expense		1,698		3,629		988
Administrative and underwriting expense included in general insurance expense		(2,610)		-		-
Total	$	6,858	$	11,121	$	8,493

The following table summarizes amounts due from parent and affiliates at December 31, 2012 and 2011:

			December 31,
Related party	Indebtedness	Due date	2012		2011
GWL&A Financial Inc.	On account	On demand	$	17,236	$	6,976
Great-West Lifeco U.S. Inc.	On account	On demand		62,350		105,614
Great-West Lifeco Finance LP	On account	On demand		695		716
Great-West Lifeco Finance LP II	On account	On demand		619		524
Other related party receivables	On account	On demand		1,928		867
Total			$	82,828	$	114,697

23

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following table summarizes amounts due to parent and affiliates at December 31, 2012 and 2011:

			December 31,
Related party	Indebtedness	Due date	2012		2011
GWL&A Financial Inc. (1)	Surplus note	November 2034	$	194,390	$	194,362
GWL&A Financial Inc. (2)	Surplus note	May 2046		333,400		333,400
GWL&A Financial Inc.	Note interest	May 2013		4,701		4,701
Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II	On account	On demand		-		140
London Life Financial Corporation	On account	On demand		1,735		1,715
The Great-West Life Assurance Company	On account	On demand		2,568		1,765
The Canada Life Assurance Company	On account	On demand		7,653		2,478
Total			$	544,447	$	538,561

⁽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 $194,390 and $194,362 at December 31, 2012 and 2011, 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 year ended December 31, 2012, $37,163 for the year ended December 31, 2011 and $37,042 for the year ended December 31, 2010. Included in other liabilities on the consolidated balance sheets at December 31, 2012 and 2011 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 $1,138,500 and renews annually until it expires on December 31, 2025. The second letter of credit is for $70,000 and renews annually for an indefinite period of time. At December 31, 2012 and 2011 there were no outstanding amounts related to the letters of credit.

Included within reinsurance receivable in the consolidated balance sheets are $486,514 and $450,820 of funds withheld assets as of December 31, 2012 and 2011, respectively. CLAC pays the Company on, a quarterly basis, interest on the funds withheld balance at a rate of 4.55% per annum.

A subsidiary of the Company, Great-West Capital Management, LLC, (formerly known as GW Capital Management LLC) serves as a Registered Investment Advisor to Great-West Funds, an affiliated open-end management investment company, to several affiliated insurance company separate accounts and to Great-

24

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

West Trust Company, LLC, (formerly known as Orchard 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 statements of income is $84,137, $69,172 and $59,320 of advisory, management and trustee fee income from these affiliated entities for the years ended December 31, 2012, 2011 and 2010, respectively.

The Company’s separate accounts invest in shares of Great-West Funds 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, 2012, 2011 and 2010, these purchases totaled $131,593, $112,117 and $162,504, 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 $289,730 and $266,340 at December 31, 2012 and 2011, respectively, to eliminate these amounts in its consolidated balance sheets at those dates.

4. 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 at December 31, 2012 and 2011:

	December 31, 2012
Fixed maturities:	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value and carrying value		OTTI (gain) loss included in AOCI (1)
U.S. government direct obligations and U.S. agencies	$	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 at December 31, 2012.

25

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	December 31, 2011
Fixed maturities:	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value and carrying value		OTTI (gain) loss included in AOCI (1)
U.S. government direct obligations and U.S. agencies	$	2,209,420	$	107,363	$	1,112	$	2,315,671	$	-
Obligations of U.S. states and their subdivisions		1,773,687		297,488		5		2,071,170		-
Corporate debt securities (2)		8,287,960		762,045		154,259		8,895,746		3,672
Asset-backed securities (3)		2,006,544		70,117		125,217		1,951,444		(23,837)
Residential mortgage-backed securities		578,046		17,461		3,965		591,542		1,409
Commercial mortgage-backed securities		712,831		42,538		7,572		747,797		-
Collateralized debt obligations		18,482		3		2,072		16,413		-
Total fixed maturities	$	15,586,970	$	1,297,015	$	294,202	$	16,589,783	$	(18,756)

⁽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.

⁽²⁾ Includes perpetual debt investments with amortized cost of $253,023 and estimated fair value of $166,284 at December 31, 2011.

⁽³⁾ The non-credit loss component of OTTI (gain) loss for asset-backed securities was in an unrealized gain position due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.

See Note 6 for additional discussion regarding fair value measurements.

The amortized cost and estimated fair value of fixed maturity investments classified as available-for-sale at December 31, 2012, 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, 2012
	Amortized cost		Estimated fair value
Maturing in one year or less	$	672,982	$	711,671
Maturing after one year through five years		3,074,443		3,374,411
Maturing after five years through ten years		3,685,547		4,192,495
Maturing after ten years		3,895,658		4,271,934
Mortgage-backed and asset-backed securities		5,427,586		5,637,833
	$	16,756,216	$	18,188,344

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 for the years ended December 31, 2012, 2011 and 2010:

	Year ended December 31,
	2012		2011		2010
Proceeds from sales	$	6,821,092	$	3,958,589	$	3,222,700
Gross realized gains from sales		113,984		104,893		62,702
Gross realized losses from sales		4,371		23,138		26

The increase in proceeds from sales during the year ended December 31, 2012 was primarily due to sales of government agency securities to enter into dollar repurchase transactions. Gross realized gains and losses from sales during the year were primarily attributable to changes in interest rates and gains and losses on repurchase agreement transactions.

26

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The Company had no fixed maturity securities that had been non-income producing for the twelve months preceding December 31, 2012. The Company had a corporate fixed maturity security with a fair value of $9,949 that had been non-income producing for the twelve months preceding December 31, 2011.

Mortgage loans on real estate - The following table summarizes the carrying value of the mortgage loan portfolio by component as of December 31, 2012 and 2011:

	December 31, 2012		December 31, 2011
Principal	$	2,866,411	$	2,510,949
Unamortized premium (discount)		18,237		23,268
Mortgage provision allowance		(2,890)		(21,130)
Total mortgage loans	$	2,881,758	$	2,513,087

The average recorded investment of impaired mortgage loans was $1,034, $5,822 and $5,101 for the years ended December 31, 2012, 2011 and 2010, respectively.

The following table summarizes the recorded investment of the mortgage loan portfolio by risk assessment category as of December 31, 2012 and 2011:

	December 31, 2012		December 31, 2011
Performing	$	2,884,648	$	2,532,150
Non-performing		-		2,067
Total	$	2,884,648	$	2,534,217

The following table summarizes activity in the mortgage provision allowance for the years ended December 31, 2012, 2011 and 2010:

	Year ended December, 31
	2012		2011		2010
	Commercial mortgages		Commercial mortgages		Commercial mortgages
Beginning balance	$	21,130	$	16,300	$	14,854
Provision increases		1,067		4,830		1,446
Charge-off		(992)				-
Recovery		(75)		-		-
Provision decreases		(18,240)		-		-
Ending balance	$	2,890	$	21,130	$	16,300
Allowance ending balance by basis of impairment method:
Collectively evaluated for impairment	$	2,890	$	21,130	$	16,300
Recorded investment balance in the mortgage loan portfolio, gross of allowance, by basis of impairment method:	$	2,884,648	$	2,534,217	$	1,738,722
Individually evaluated for impairment		14,970		18,493		27,250
Collectively evaluated for impairment		2,869,678		2,515,724		1,711,472

Limited partnership and other corporation interests - At December 31, 2012 and 2011, the Company had $124,814 and $169,233, respectively, invested in limited partnership and other corporation interests, which include limited partnerships established for the purpose of investing in low-income housing that qualify for federal and state tax credits.

27

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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 $71,370 and $111,631 at December 31, 2012 and 2011, 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 $15,791 and $16,631 at December 31, 2012 and 2011, respectively.

The Company participates in a securities lending program whereby securities are loaned to third parties. Securities with a cost or amortized cost of $138,654 and $7,266 and estimated fair values of $138,297 and $6,823 were on loan under the program at December 31, 2012 and 2011, respectively. The Company received restricted cash collateral of $142,022 and $7,099 at December 31, 2012 and 2011, respectively.

Unrealized losses on fixed maturity investments classified as available-for-sale - The following tables summarize unrealized investment losses, including the non-credit-related portion of OTTI losses reported in AOCI, by class of investment at December 31, 2012 and 2011:

	December 31, 2012
	Less than twelve months				Twelve months or longer				Total
Fixed maturities:	Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI
U.S. government direct obligations and U.S. agencies	$	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

28

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	December 31, 2011
	Less than twelve months				Twelve months or longer				Total
Fixed maturities:	Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI
U.S. government direct obligations and U.S. agencies	$	297,410	$	913	$	17,531	$	199	$	314,941	$	1,112
Obligations of U.S. states and their subdivisions		1,557		5		-		-		1,557		5
Corporate debt securities		363,111		12,986		479,441		141,273		842,552		154,259
Asset-backed securities		218,850		10,365		841,415		114,852		1,060,265		125,217
Residential mortgage-backed securities		14,203		373		120,364		3,592		134,567		3,965
Commercial mortgage-backed securities		6,726		13		68,952		7,559		75,678		7,572
Collateralized debt obligations		-		-		16,392		2,072		16,392		2,072
Total fixed maturities	$	901,857	$	24,655	$	1,544,095	$	269,547	$	2,445,952	$	294,202
Total number of securities in an unrealized loss position				89				167				256

Fixed maturity investments - Total unrealized losses and OTTI decreased by $121,454, or 41%, from December 31, 2011 to December 31, 2012. This decrease in unrealized losses was across most asset classes and reflects continued recovery in market liquidity and lower interest rates, although the economic uncertainty in certain asset classes still remains.

Unrealized losses on corporate debt securities decreased by $42,708 from December 31, 2011 to December 31, 2012. The valuation of these securities has been influenced by market conditions with increased liquidity and lower interest rates in the finance sector resulting in generally higher valuations of these fixed income securities. The finance sector accounts for 91% of the corporate debt securities’ unrealized loss at December 31, 2012.

Corporate debt securities account for 63% of the unrealized losses and OTTI greater than twelve months. Of the $99,264 of unrealized losses and OTTI over twelve months on corporate debt securities, 55% are on securities which continue to be rated investment grade. Of the $44,669 of unrealized losses and OTTI greater than twelve months on non-investment grade corporate debt securities, 98% of the losses are on perpetual debt investments issued by banks in the United Kingdom, which have bank ratings of A- or higher. The Company determined the majority of the unrealized losses on perpetual securities were due to widening credit spreads and low 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 prior to a full recovery; therefore, an OTTI was not recognized in earnings.

Asset-backed securities account for 35% of the unrealized losses and OTTI greater than twelve months. Of the $54,357 of unrealized losses and OTTI over twelve months on asset-backed securities, 63% of the losses are on securities which continue to be rated investment grade. The present value of the cash flows expected to be collected is not less than amortized cost and management does not have the intent to sell these assets prior to a full recovery; therefore, an OTTI was not recognized in earnings.

See Note 6 for additional discussion regarding fair value measurements.

29

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

Other-than-temporary impairment recognition - The Company recorded OTTI on fixed maturity investments for the years ended December 31, 2012, 2011 and 2010 as follows:

	Year ended December 31, 2012
					OTTI
	OTTI recognized in realized				recognized
	gains/(losses)				in OCI (2)
Fixed maturities:	Credit related (1)		Non-credit related		Non-credit related		Total
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.

	Year ended December 31, 2011
					OTTI
	OTTI recognized in realized				recognized
	gains/(losses)				in OCI (2)
Fixed maturities:	Credit related (1)		Non-credit related		Non-credit related		Total
Corporate debt securities	$	501	$	-	$	-	$	501
Asset-backed securities		6,264		-		10,005		16,269
Total fixed maturities	$	6,765	$	-	$	10,005	$	16,770

⁽¹⁾  All of the $6,264 in credit related OTTI is bifurcated credit loss recognized on one asset-backed fixed maturities.

⁽²⁾  Amounts are recognized in OCI in the period incurred.

	Year ended December 31, 2010
					OTTI
	OTTI recognized in realized				recognized
	gains/(losses)				in OCI (2)
Fixed maturities:	Credit related (1)		Non-credit related		Non-credit related		Total
U.S. government direct obligations and U.S. agencies	$	750	$	10,035	$	-	$	10,785
Corporate debt securities		-		1,529		-		1,529
Asset-backed securities		64,896		-		16,242		81,138
Residential mortgage-backed securities		1,390		-		505		1,895
Collateralized debt obligations		34		-		-		34
Total fixed maturities	$	67,070	$	11,564	$	16,747	$	95,381

⁽¹⁾  Of the credit-related OTTI on asset-backed securities, $53,327 and $8,558 were related to Ambac Financial Group, Inc. and Financial Guaranty Insurance Company, respectively. Of the $67,070 in total fixed maturities, $66,286 is the bifurcated credit loss recognized on securities.

⁽²⁾  Amounts are recognized in OCI in the period incurred.

30

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The OTTI of 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,
	2012		2011		2010
Bifurcated credit loss:
Beginning balance	$	186,999	$	181,611	$	115,325
Additions:
Initial impairments - credit loss on securities not previously impaired		4,429		6,264		66,286
Reductions:
Due to sales, maturities, or payoffs during the period		(23,640)		(876)		-
Ending balance	$	167,788	$	186,999	$	181,611

Net Investment Income

The following table summarizes net investment income for the years ended December 31, 2012, 2011 and 2010:

	Year ended December 31,
	2012		2011		2010
Investment income:
Fixed maturity and short-term investments	$	808,215	$	821,582	$	823,828
Mortgage loans on real estate		138,411		117,796		96,711
Policy loans		213,300		218,663		234,944
Limited partnership interests		7,566		6,915		5,767
Net interest on funds withheld balances under reinsurance agreements, related party		19,382		18,376		17,130
Derivative instruments (1)		16,008		(11,613)		7,182
Other		5,222		3,113		5,079
		1,208,104		1,174,832		1,190,641
Investment expenses		(16,553)		(16,346)		(15,897)
Net investment income	$	1,191,551	$	1,158,486	$	1,174,744

⁽¹⁾ Includes gains (losses) on the hedged asset for fair value hedges.

Realized Investment Gains (Losses)

The following table summarizes realized investment gains (losses) for the years ended December 31, 2012, 2011 and 2010:

	Year ended December 31,
	2012		2011		2010
Realized investment gains (losses):
Fixed maturity and short-term investments	$	105,675	$	78,637	$	(15,793)
Derivative instruments		(10,221)		(47,264)		(17,076)
Other		4,015		(2,048)		9,820
Provision for mortgage impairments, net of recoveries		17,248		(4,830)		(1,446)
Realized investment gains (losses)	$	116,717	$	24,495	$	(24,495)

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.

31

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

5. Derivative Financial Instruments

Derivative transactions are primarily entered into pursuant to master agreements and other contracts 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.

The aggregate fair value of derivative instruments with credit-risk-related contingent features where the Company is in a net liability position was $55,875 and zero as of December 31, 2012 and 2011, respectively.

At December 31, 2012 and 2011, the Company had pledged $54,400 and zero of unrestricted cash collateral to counterparties in the normal course of business, while other counterparties had pledged zero and $11,985 of unrestricted cash collateral to the Company to satisfy collateral netting agreements, respectively.

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. Cross-currency swaps are used to manage the foreign currency exchange rate risk associated with investments denominated in other than U.S. dollars. 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. The Company’s derivatives treated as cash flow hedges are eligible for hedge accounting.

At December 31, 2012, the Company estimated that $7,916 of net derivative gains included in AOCI will be reclassified into net income within the next twelve months.

Fair value hedges - 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. The Company’s derivatives treated as fair value hedges are eligible for hedge accounting.

Derivatives 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, exchange-traded equity index futures on certain indices, OTC interest rate swaptions, OTC interest rate swaps, exchange-traded Eurodollar interest rate futures and interest rate futures.

The derivative instruments mentioned above are economic hedges and used to manage risk. These transactions are used to offset changes in liabilities, 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, manage interest rate risks of forecasted acquisitions of fixed rate maturity investments and forecasted liability pricing, and hedge equity-based fee income.

32

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following tables summarize derivative financial instruments at December 31, 2012 and 2011:

	December 31, 2012
			Net derivatives		Asset derivatives		Liability derivatives
	Notional amount		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

⁽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.

33

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	December 31, 2011
	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	$	20,894	$	20,894	$	-
Cross-currency swaps		69,030		6,241		6,241		-
Total cash flow hedges		253,230		27,135		27,135		-
Fair value hedges:
Interest rate swaps		35,800		(1,011)		-		1,011
Total fair value hedges		35,800		(1,011)		-		1,011
Total derivatives designated as hedges		289,030		26,124		27,135		1,011
Derivatives not designated as hedges:
Interest rate swaps		392,235		(8,316)		4,687		13,003
Futures on equity indices		2,680		-		-		-
Interest rate futures		59,090		-		-		-
Interest rate swaptions		890,400		944		944		-
Total derivatives not designated as hedges		1,344,405		(7,372)		5,631		13,003
Total cash flow hedges, fair value hedges and derivatives not designated as hedges	$	1,633,435	$	18,752	$	32,766	$	14,014

⁽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 75 and 143 swap transactions with an average notional amount of $8,685 and $16,361 during the years ended December 31, 2012 and 2011, respectively. During the years ended December 31, 2012 and 2011, the Company had 23 and one cross-currency swap transaction(s) with an average notional amount of $12,710 and $39,030, respectively. The Company had 931 and 1,678 futures transactions with an average number of contracts per transaction of 11 and 18 during the years ended December 31, 2012 and 2011, respectively. The Company had 46 and 44 swaption transactions with an average notional amount of $5,528 and $5,986 during the years ended December 31, 2012 and 2011, respectively.

Significant changes in the derivative notional amount during the year ended December 31, 2012 were primarily due to the following:

^¡  The net decrease of $394,808 in interest rate swaps, interest rate swaptions and futures was primarily due to a change in the Company’s interest rate risk hedging strategy.

^¡  The increase of $355,218 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 $12,567, ($15,428) and $1,366 for the years ended December 31, 2012, 2011 and 2010, respectively. The Company recognized net investment gains (losses) on closed derivative positions of ($10,221), ($38,794) and ($17,076) for the years ended December 31, 2012, 2011 and 2010, 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.

34

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following tables present the effect of derivative instruments in the consolidated statement of income for the years ended December 31, 2012, 2011 and 2010 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,
	2012		2011		2010		2012		2011		2010			2012		2011		2010
Cash flow hedges:
Interest rate swaps	$	5,220	$	21,322	$	13,896	$	2,856	$	2,820	$	1,582	(A)	$	-	$	9	$	-	(A)
Cross-currency swaps		(24,101)		1,123		3,065		-		-		-			-		-		-
Interest rate futures		-		-		-		63		43		110	(A)		-		(92)		92	(A)
Interest rate futures		-		(1,431)		332		-		-		-			-		6		545	(B)
Total cash flow hedges	$	(18,881)	$	21,014	$	17,293	$	2,919	$	2,863	$	1,691		$	-	$	(77)	$	637

(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,
	2012		2011		2010			2012		2011		2010
Fair value hedges:
Interest rate swaps	$	(380)	$	(1,011)	$	-	(A)	$	-	$	-	$	-
Interest rate futures		-		(285)		(1,027)	(A)		-		-		-
Interest rate futures		-		(8,311)		(1,088)	(B)		-		-		-
Items hedged in interest rate swaps		-		-		-			380		1,011		-	(A)
Items hedged in interest rate futures		-		-		-			-		(2,002)		3,632	(A)
Items hedged in interest rate futures		-		-		-			-		8,470		-	(B)
Total fair value hedges (1)	$	(380)	$	(9,607)	$	(2,115)		$	380	$	7,479	$	3,632

⁽¹⁾ Hedge ineffectiveness of zero, ($2,128) and $1,517 was recognized during the years ended December 31, 2012, 2011 and 2010, respectively.

(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
	Year ended December 31,
	2012			2011			2010
Derivatives not designated as hedging instruments:
Futures on equity indices		2	(A)		(32)	(A)		(9)	(A)
Futures on equity indices		(774)	(B)		373	(B)		(363)	(B)
Interest rate swaps		8,620	(A)		(12,351)	(A)		4,036	(A)
Interest rate swaps		(4,979)	(B)		(38,377)	(B)		(4,476)	(B)
Interest rate futures		164	(A)		260	(A)		(3,600)	(A)
Interest rate futures		(2,641)	(B)		(251)	(B)		(11,640)	(B)
Interest rate swaptions		862	(A)		(3,798)	(A)		(3,450)	(A)
Interest rate swaptions		(1,827)	(B)		(704)	(B)		(54)	(B)
Total derivatives not designated as hedging instruments	$	(573)		$	(54,880)		$	(19,556)

(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

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

6. 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 as of December 31, 2012 and 2011:

	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.

36

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	Assets and liabilities measured at fair value on a recurring basis
	December 31, 2011
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	$	-	$	2,315,671	$	-	$	2,315,671
Obligations of U.S. states and their subdivisions		-		2,071,170		-		2,071,170
Corporate debt securities		-		8,859,250		36,496		8,895,746
Asset-backed securities		-		1,672,423		279,021		1,951,444
Residential mortgage-backed securities		-		591,542		-		591,542
Commercial mortgage-backed securities		-		747,797		-		747,797
Collateralized debt obligations		-		16,391		22		16,413
Total fixed maturities available-for-sale		-		16,274,244		315,539		16,589,783
Fixed maturities held for trading:
U.S. government direct obligations and U.S. agencies		-		36,352		-		36,352
Corporate debt securities		-		60,243		-		60,243
Asset-backed securities		-		43,905		-		43,905
Commercial mortgage-backed securities		-		7,026		-		7,026
Total fixed maturities held for trading		-		147,526		-		147,526
Short-term investments available-for-sale		45,869		286,895		-		332,764
Collateral under securities lending agreements		7,099		-		-		7,099
Collateral under derivative counterparty collateral agreements		11,985		-		-		11,985
Derivative instruments designated as hedges:
Interest rate swaps		-		20,894		-		20,894
Cross-currency swaps		-		6,241		-		6,241
Derivative instruments not designated as hedges:
Interest rate swaps		-		4,687		-		4,687
Interest rate swaptions		-		944		-		944
Total derivative instruments		-		32,766		-		32,766
Separate account assets (1)		10,646,426		11,568,489		2,118		22,217,033
Total assets	$	10,711,379	$	28,309,920	$	317,657	$	39,338,956
Liabilities
Payable under securities lending agreements	$	7,099	$	-	$	-	$	7,099
Payable under derivative counterparty collateral agreements		11,985		-		-		11,985
Derivative instruments designated as hedges:
Interest rate swaps		-		1,011		-		1,011
Derivative instruments not designated as hedges:
Interest rate swaps		-		13,003		-		13,003
Total derivative instruments		-		14,014		-		14,014
Separate account liabilities (1)		74		278,796		-		278,870
Total liabilities	$	19,158	$	292,810	$	-	$	311,968

⁽¹⁾ Includes only separate account instruments which are carried at the fair value of the underlying invested assets or liabilities owned by the separate accounts.

37

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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, 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 issuer.

Derivative counterparty collateral agreements

Included in other assets and other liabilities is cash collateral received from derivative counterparties and 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 which are held for other than trading purposes, 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, counterparty credit risk and other relevant factors.

Separate account assets

Separate account assets 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.

38

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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, 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.

	Recurring Level 3 financial assets and liabilities Year ended December 31, 2010
	Fixed maturities available-for-sale
	Corporate debt securities		Asset-backed securities		Commercial mortgage-backed securities		Collateralized debt obligations		Derivative instruments		Separate accounts		Total
Balance, January 1, 2010	$	188,936	$	392,365	$	58,270	$	1,729	$	(3,317)	$	9,960	$	647,943
Realized and unrealized gains (losses) included in:
Net income		475		(49,393)		-		(34)		-		-		(48,952)
Other comprehensive income (loss)		5,630		70,026		-		161		-		622		76,439
Purchases, issuances and settlements		(30,084)		(98,807)		-		(1,842)		-		(1,700)		(132,433)
Transfers in (out) of Level 3 (1)		(106,265)		(23,703)		(58,270)		-		3,317		(4,604)		(189,525)
Balance, December 31, 2010	$	58,692	$	290,488	$	-	$	14	$	-	$	4,278	$	353,472
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, 2010	$	-	$	-	$	-	$	-	$	-	$	-	$	-

^{(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.

39

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(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, 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.

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 increases, the price and therefore, the fair value, of the securities decreases.

Non-recurring fair value measurements - Certain assets are measured at estimated fair value on a non-recurring basis and are not included in the tables above. The Company held $2,903 and $19,745 of adjusted cost basis limited partnership and other corporation interests which were impaired at December 31, 2012 and 2011, respectively, based on the fair value disclosed in the limited partnership financial statements or the estimated fair value of the underlying collateral. The estimated fair value was categorized as Level 3.

40

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

Fair value of financial instruments

The following tables summarize the carrying amounts and estimated fair values of the Company’s financial instruments not carried at fair value on a recurring basis at December 31, 2012 and 2011:

	December 31, 2012				December 31, 2011
Assets	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Mortgage loans on real estate	$	2,881,758	$	3,114,796	$	2,513,087	$	2,679,474
Policy loans		4,260,200		4,260,200		4,219,849		4,219,849
Limited partnership interests		46,707		43,954		48,053		41,931
Other investments		18,890		45,050		22,990		47,915
Liabilities
Annuity contract benefits without life contingencies	$	9,622,357	$	9,731,734	$	8,727,286	$	8,888,585
Policyholders’ funds		374,821		374,821		382,816		382,816
Commercial paper		97,987		97,987		97,536		97,536
Notes payable		532,491		563,860		532,463		515,104

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

The Company believes the fair value of policy loans approximates book value. 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 by 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 ten years. The estimated fair value was classified as Level 3.

41

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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.

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 crediting 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 their short-term nature and 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.

7.  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 and 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, 2012 and 2011, the reinsurance receivables had carrying values in the amounts of $638,797 and $616,336, respectively. Included in these amounts are $533,446 and $502,093 at December 31, 2012 and 2011, respectively, associated with reinsurance agreements with related parties. At December 31, 2012 and 2011, 83% and 81%, respectively, of the total reinsurance receivable was due from CLAC, a related party.

The Company assumes risk from approximately forty 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.

42

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2012:

	Life insurance in-force
	Individual		Group		Total
Written and earned direct	$	51,324,176	$	38,587,771	$	89,911,947
Reinsurance ceded		(11,138,163)		-		(11,138,163)
Reinsurance assumed		72,580,078		-		72,580,078
Net	$	112,766,091	$	38,587,771	$	151,353,862
Percentage of amount assumed to net		64.4%		0.0%		48.0%

	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 tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2011:

	Life insurance in-force
	Individual		Group		Total
Written and earned direct	$	50,461,815	$	37,007,795	$	87,469,610
Reinsurance ceded		(11,157,504)		-		(11,157,504)
Reinsurance assumed		77,352,956		-		77,352,956
Net	$	116,657,267	$	37,007,795	$	153,665,062
Percentage of amount assumed to net		66.3%		0.0%		50.3%

	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

The following tables summarize total premium income at and for the year ended December 31, 2010:

	Premium income
	Life insurance		Annuities		Total
Written and earned direct	$	674,726	$	5,665	$	680,391
Reinsurance ceded		(41,362)		(112)		(41,474)
Reinsurance assumed		166,705		-		166,705
Net	$	800,069	$	5,553	$	805,622

43

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

8.    Deferred Acquisition Costs and Value of Business Acquired

The following table summarizes activity in DAC and VOBA for the years ended December 31, 2012, 2011 and 2010:

	DAC (1)		VOBA		Total (1)
Balance, January 1, 2010 (2)	$	253,038	$	48,669	$	301,707
Capitalized additions (1)		47,513		-		47,513
Amortization and writedowns (1)		(27,506)		(1,837)		(29,343)
Unrealized investment (gains) losses (1)		(114,519)		(427)		(114,946)
Balance, December 31, 2010 (1)		158,526		46,405		204,931
Capitalized additions (1)		57,108		-		57,108
Amortization and writedowns (1)		(25,184)		(3,636)		(28,820)
Unrealized investment (gains) losses (1)		(12,669)		(717)		(13,386)
Balance, December 31, 2011 (1)		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

⁽¹⁾ As adjusted; See Note 1

⁽²⁾ Adjusted by $143,550 from $396,588 to $253,038 for the adoption of ASU No. 2010-26; See Note 1

The estimated future amortization of VOBA for the years ended December 31, 2013 through December 31, 2017 is approximately $4,000 per annum.

9.    Goodwill and Other Intangible Assets

The balance of goodwill, all of which is within the Retirement Services segment, at December 31, 2012 and 2011 was $105,255.

The following tables summarize other intangible assets, all of which are within the Retirement Services segment, as of December 31, 2012 and 2011:

	December 31, 2012
	Gross carrying amount		Accumulated amortization		Net book value
Customer relationships	$	36,314	$	(18,065)	$	18,249
Preferred provider agreements		7,970		(7,970)		-
Total	$	44,284	$	(26,035)	$	18,249

	December 31, 2011
	Gross carrying amount		Accumulated amortization		Net book value
Customer relationships	$	36,314	$	(15,234)	$	21,080
Preferred provider agreements		7,970		(7,195)		775
Total	$	44,284	$	(22,429)	$	21,855

Amortization expense for other intangible assets included in general insurance expenses was $3,606, $3,787 and $3,990 for the years ended December 31, 2012, 2011 and 2010, 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, 2012.

44

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The estimated future amortization of other intangible assets using current assumptions, which are subject to change, for the years ended December 31, 2013 through December 31, 2017 is approximately $2,700 per annum.

10.    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 at December 31, 2012 and 2011:

	December 31,
	2012	2011
Face Value	$97,987	$97,536
Carrying Value	97,987	97,536
Effective interest rate	0.3% - 0.4%	0.2% - 0.4%
Maturity range (days)	3 - 74	4 - 75

11.    Stockholder’s Equity and Dividend Restrictions

At December 31, 2012 and 2011, the Company had 50,000,000 shares of $1 par value preferred stock authorized, none of which were 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, 2012 and 2011.

GWLA’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:

	2012		2011		2010			2012		2011
Net income	$	147,741	$	155,998	$	398,555	Capital and surplus	$	1,109,498	$	1,062,947

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, 2012.

Dividends are paid as determined by the Board of Directors, subject to restrictions as discussed below. During the years ended December 31, 2012, 2011 and 2010, the Company paid dividends in the amounts of $184,401, $206,353 and $160,917, 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, 2012 were $1,109,498 and $162,991, respectively. Based on the as filed amounts, GWLA may pay up to $162,991 of dividends during the year ended December 31, 2013 without the prior approval of the Colorado Insurance Commissioner. Prior to any payments of dividends, the Company seeks approval from the Colorado Insurance Commissioner.

45

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

12.    Other Comprehensive Income

The following tables present the composition of other comprehensive income (loss) for the years ended December 31, 2012, 2011 and 2010:

	Year ended December 31, 2012
	Before-tax amount		Tax (expense) benefit		Net-of-tax amount
Unrealized holding gains arising during the year on available-for-sale fixed maturity investments	$	534,028	$	(186,910)	$	347,118
Net changes during the year related to cash flow hedges		(18,881)		6,608		(12,273)
Reclassification adjustment for gains realized in net income		(107,713)		37,700		(70,013)
Net unrealized gains		407,434		(142,602)		264,832
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(83,835)		29,343		(54,492)
Net unrealized gains		323,599		(113,259)		210,340
Employee benefit plan adjustment		(68,650)		24,027		(44,623)
Other comprehensive income	$	254,949	$	(89,232)	$	165,717

	Year ended December 31, 2011
	Before-tax amount		Tax (expense) benefit		Net-of-tax amount
Unrealized holding gains arising during the year on available-for-sale fixed maturity investments	$	511,663	$	(179,082)	$	332,581
Net changes during the year related to cash flow hedges		21,014		(7,355)		13,659
Reclassification adjustment for gains realized in net income		(74,165)		25,958		(48,207)
Net unrealized gains		458,512		(160,479)		298,033
Future policy benefits, deferred acquisition costs and value of business acquired adjustments (1)		(100,216)		35,075		(65,141)
Net unrealized gains		358,296		(125,404)		232,892
Employee benefit plan adjustment		(49,566)		17,348		(32,218)
Other comprehensive income	$	308,730	$	(108,056)	$	200,674

⁽¹⁾ As adjusted; See Note 1

46

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	Year ended December 31, 2010
	Before-tax amount		Tax (expense) benefit		Net-of-tax amount
Unrealized holding gains arising during the year on available-for-sale fixed maturity investments	$	724,296	$	(253,504)	$	470,792
Net changes during the year related to cash flow hedges		17,293		(6,053)		11,240
Reclassification adjustment for losses realized in net income		23,198		(8,119)		15,079
Net unrealized gains		764,787		(267,676)		497,111
Future policy benefits, deferred acquisition costs and value of business acquired adjustments (1)		(129,715)		45,400		(84,315)
Net unrealized gains		635,072		(222,276)		412,796
Employee benefit plan adjustment		(5,142)		1,800		(3,342)
Other comprehensive income	$	629,930	$	(220,476)	$	409,454

⁽¹⁾ As adjusted; See Note 1

13.    General Insurance Expenses

The following table summarizes the significant components of general insurance expenses for the years ended December 31, 2012, 2011 and 2010:

	Year ended December 31,
	2012		2011 (1)		2010 (1)
Compensation	$	335,212	$	303,514	$	294,923
Commissions		180,529		156,461		143,680
Other		80,908		106,718		92,290
Total general insurance expenses	$	596,649	$	566,693	$	530,893

⁽¹⁾ As adjusted; See Note 1

14.    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.

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.

47

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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 as of the years ended December 31, 2012 and 2011:

	Defined benefit pension plan				Post-retirement medical plan				Supplemental executive retirement plan				Total
	2012		2011		2012		2011		2012		2011		2012		2011
Change in projected benefit obligation:
Benefit obligation, January 1	$	401,134	$	349,435	$	11,725	$	10,162	$	61,358	$	54,855	$	474,217	$	414,452
Service cost		4,350		3,935		817		622		991		916		6,158		5,473
Interest cost		20,945		20,286		569		585		2,912		3,136		24,426		24,007
Actuarial (gain) loss		87,117		39,211		974		693		6,760		3,520		94,851		43,424
Regular benefits paid		(12,943)		(11,733)		(623)		(337)		(2,792)		(2,719)		(16,358)		(14,789)
Plan amendments		-		-		-		-		-		1,650		-		1,650
Benefit obligation, December 31	$	500,603	$	401,134	$	13,462	$	11,725	$	69,229	$	61,358	$	583,294	$	474,217
Accumulated benefit obligation	$	491,712	$	393,487	$	13,462	$	11,725	$	58,135	$	50,033	$	563,309	$	455,245
	Defined benefit pension plan				Post-retirement medical plan				Supplemental executive retirement plan				Total
	2012		2011		2012		2011		2012		2011		2012		2011
Change in plan assets:
Value of plan assets, January 1	$	293,336	$	282,616	$	-	$	-	$	-	$	-	$	293,336	$	282,616
Actual return on plan assets		38,541		12,353		-		-		-		-		38,541		12,353
Employer contributions		17,600		10,100		623		337		2,792		2,719		21,015		13,156
Benefits paid		(12,943)		(11,733)		(623)		(337)		(2,792)		(2,719)		(16,358)		(14,789)
Value of plan assets, December 31	$	336,534	$	293,336	$	-	$	-	$	-	$	-	$	336,534	$	293,336

	Defined benefit pension plan				Post-retirement medical plan				Supplemental executive retirement plan				Total
	2012		2011		2012		2011		2012		2011		2012		2011
Under funded status at December 31	$	(164,069)	$	(107,798)	$	(13,462)	$	(11,725)	$	(69,229)	$	(61,358)	$	(246,760)	$	(180,881)

The following table presents amounts recognized in the consolidated balance sheets at December 31, 2012 and 2011 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
	2012		2011		2012		2011		2012		2011		2012		2011
Amounts recognized in consolidated balance sheets:
Other assets	$	-	$	12,690	$	-	$	-	$	-	$	-	$	-	$	12,690
Other liabilities		(164,069)		(120,488)		(13,462)		(11,725)		(69,229)		(61,358)		(246,760)		(193,571)
Accumulated other comprehensive income (loss)		(180,869)		(120,487)		12,662		15,741		(20,710)		(15,520)		(188,917)		(120,266)

48

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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, 2012:

									Supplemental executive
	Defined benefit pension plan				Post-retirement medical plan				retirement plan				Total
	Gross		Net of tax		Gross		Net of tax		Gross		Net of tax		Gross		Net of tax
Net gain (loss)	$	(180,754)	$	(117,490)	$	6,170	$	4,011	$	(15,710)	$	(10,211)	$	(190,294)	$	(123,690)
Net prior service (cost) credit		(115)		(75)		6,492		4,220		(5,000)		(3,250)		1,377		895
	$	(180,869)	$	(117,565)	$	12,662	$	8,231	$	(20,710)	$	(13,461)	$	(188,917)	$	(122,795)
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, 2013:
									Supplemental executive
	Defined benefit pension plan				Post-retirement medical plan				retirement plan				Total
	Gross		Net of tax		Gross		Net of tax		Gross		Net of tax		Gross		Net of tax
Net gain (loss)	$	(15,577)	$	(10,125)	$	413	$	268	$	(1,300)	$	(845)	$	(16,464)	$	(10,702)
Prior service (cost) credit		(51)		(33)		1,650		1,072		(933)		(606)		666		433
	$	(15,628)	$	(10,158)	$	2,063	$	1,340	$	(2,233)	$	(1,451)	$	(15,798)	$	(10,269)

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:

					Supplemental
	Defined benefit		Post-retirement		executive
	pension plan		medical plan		retirement plan
2013	$	13,621	$	637	$	3,720
2014		14,259		697		3,529
2015		15,136		727		4,940
2016		16,640		743		3,390
2017		17,708		771		18,909
2018 through 2022		112,582		4,166		13,813

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 for the years ended December 31, 2012, 2011 and 2010 includes the following components:

	Defined benefit pension plan
	2012		2011		2010
Components of net periodic cost:
Service cost	$	4,350	$	3,935	$	3,739
Interest cost		20,945		20,286		19,578
Expected return on plan assets		(21,797)		(21,093)		(18,618)
Amortization of transition obligation		-		(1,388)		(1,514)
Amortization of unrecognized prior service cost		51		51		82
Amortization of loss from earlier periods		9,941		5,115		5,091
Net periodic cost	$	13,490	$	6,906	$	8,358

49

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	Post-retirement medical plan
	2012		2011		2010
Components of net periodic benefit:
Service cost	$	817	$	622	$	728
Interest cost		569		585		713
Amortization of unrecognized prior service benefit		(1,650)		(1,650)		(1,650)
Amortization of gain from earlier periods		(455)		(611)		(461)
Net periodic benefit	$	(719)	$	(1,054)	$	(670)
	Supplemental executive retirement plan
	2012		2011		2010
Components of net periodic (benefit) cost:
Service cost	$	991	$	916	$	673
Interest cost		2,912		3,136		2,905
Amortization of unrecognized prior service cost		934		2,584		899
Amortization of net (gain) loss		637		145		-
Net periodic (benefit) cost	$	5,474	$	6,781	$	4,477

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 at December 31, 2012 and 2011:

	Defined benefit pension plan
	2012	2011
Discount rate	4.19%	5.23%
Rate of compensation increase	3.14%	3.14%
	Post-retirement medical plan
	2012	2011
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
	2011	2011
Discount rate	3.79%	4.87%
Rate of compensation increase	4.00%	5.00%
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 for the years ended December 31, 2012 and 2011:
	Defined benefit pension plan
	2012	2011
Discount rate	5.23%	5.87%
Expected return on plan assets	7.25%	7.50%
Rate of compensation increase	3.14%	3.14%

50

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	Post-retirement medical plan
	2012		2011
Discount rate		4.70%		5.87%
Initial health care cost trend		8.00%		7.50%
Ultimate health care cost trend		5.25%		5.25%
Year ultimate trend is reached		2018		2016
	Supplemental executive retirement plan
	2012		2011
Discount rate		4.87%		5.87%
Rate of compensation increase		5.00%		6.00%
The discount rate has been set based upon 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 healthcare cost trend rates would have on the following:
	One percentage		One percentage
	point increase		point decrease
Increase (decrease) on total service and interest cost on components	$	199	$	(170)
Increase (decrease) on post-retirement benefit obligation		1,448		(1,260)
The following table presents how the Company’s Defined Benefit Pension Plan assets are invested at December 31, 2012 and 2011:
	December 31,
	2012		2011
Equity securities		56%		52%
Debt securities		41%		44%
Other		3%		4%
Total		100%		100%

51

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following tables present information about the Defined Benefit Retirement Plan’s assets measured at fair value on a recurring basis as of December 31, 2012 and 2011 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, 2012
	Quoted prices		Significant
	in active		other		Significant
	markets for		observable		unobservable
	identical assets		inputs		inputs
	(Level 1)		(Level 2)		(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 municpalities		-		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

52

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

	Defined Benefit Plan Assets Measured at Fair Value on a Recurring Basis
	December 31, 2011
	Quoted prices		Significant
	in active		other		Significant
	markets for		observable		unobservable
	identical assets		inputs		inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Common collective trust funds:
Equity index funds	$	-	$	49,211	$	-	$	49,211
Midcap index funds		-		48,406		-		48,406
World equity index funds		-		5,336		-		5,336
U.S. equity market funds		-		48,972		-		48,972
Total common collective trust funds		-		151,925		-		151,925
Fixed maturity investments:
U.S. government direct obligations and agencies		-		10,676		-		10,676
Obligations of U.S. states and their municipalities		-		22,467		-		22,467
Corporate debt securities		-		86,836		-		86,836
Asset-backed securities		-		7,711		-		7,711
Commercial mortgage-backed securities		-		2,487		-		2,487
Total fixed maturity investments		-		130,177		-		130,177
Preferred stock		-		111		-		111
Limited partnership investments		-		-		7,116		7,116
Money market funds		4,007		-		-		4,007
Total defined benefit plan assets	$	4,007	$	282,213	$	7,116	$	293,336

The following tables present additional information at December 31, 2012 and 2011 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
	2012		2011
Balance, January 1	$	7,116	$	6,030
Actual return on plan assets
Purchases		61		(34)
Issuances		(692)		1,542
Settlement				(422)
Balance, December 31	$	6,485	$	7,116

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.

53

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(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, 2013:

	December 31, 2013
Equity securities	25% - 80%
Debt securities	25% - 75%
Other	0% - 40%

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, 2013. The Company expects to make payments of approximately $637 with respect to its Post-Retirement Medical Plan and $3,720 with respect to its Supplemental Executive Retirement Plan during the year ended December 31, 2013. The Company expects to make a contribution of $6,300 to its Defined Benefit Pension Plan during the year ended December 31, 2013.

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 $12,430 and $13,330 at December 31, 2012 and 2011, respectively. The participant deferrals earned interest at the average rates of 7.17% and 6.72% during the years ended December 31, 2012 and 2011, 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 6.37% 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 $12,239 and $11,258 at December 31, 2012 and 2011, respectively.

15. Income Taxes

The provision for income taxes from continuing operations is comprised of the following:

	Year ended December 31,
	2012		2011		2010
Current	$	89,934	$	70,201	$	34,090
Deferred		45,371		23,617		34,537
Total income tax provision from continuing operations	$	135,305	$	93,818	$	68,627

54

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective federal income tax rate from continuing operations for the years ended December 31, 2012, 2011 and 2010:

	Year ended December 31,
	2012		2011		2010
Statutory federal income tax rate		35.0%		35.0%		35.0%
Income tax effect of:
Investment income not subject to federal tax		(2.3%)		(2.7%)		(2.2%)
Tax credits		(1.3%)		(2.1%)		(2.9%)
State income taxes, net of federal benefit		1.2%		0.7%		0.7%
Income tax contingency provisions		0.0%		2.0%		(3.9%)
Other, net		3.6%		(1.2%)		(0.8%)
Effective federal income tax rate from continuing operations		36.2%		31.7%		25.9%

A reconciliation of unrecognized tax benefits for the years ended December 31, 2012, 2011 and 2010 is as follows:

	Year ended December 31,
	2012		2011		2010
Balance, beginning of year	$	32,123	$	35,256	$	81,390
Additions to tax positions in the current year		6,230		6,557		6,939
Reductions to tax positions in the current year		-		(420)		-
Additions to tax positions in the prior year		420		4,785		142
Reductions to tax positions in the prior year		(10,219)		(9,858)		(47,922)
Reductions to tax positions from statutes expiring		(2,704)		(4,197)		(5,253)
Settlements		-		-		(40)
Balance, end of year	$	25,850	$	32,123	$	35,256

Included in the unrecognized tax benefits of $25,850 at December 31, 2012 was $3,832 of tax benefits that, if recognized, would impact the annual effective tax rate.

The Company anticipates additional increases in its unrecognized tax benefits of $0 to $1,000 in the next twelve months. The Company expects that this increase in its unrecognized tax benefit will impact the effective tax rate.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in current income tax expense. The Company recognized approximately $208, $2,629 and $(13,403) in interest and penalties related to the uncertain tax positions during the years ended December 31, 2012, 2011 and 2010, respectively. The Company had approximately $4,412 and $4,204 accrued for the payment of interest and penalties at December 31, 2012 and 2011, 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 2007 and prior. Tax years 2008, 2009, 2010 and 2011 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.

55

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities. The tax effect of temporary differences, which give rise to the deferred tax assets and liabilities as of December 31, 2012 and 2011, are as follows:

	December 31,
	2012				2011
	Deferred		Deferred		Deferred		Deferred
	tax asset		tax liability		tax asset		tax liability
Policyholder reserves	$	-	$	218,303	$	-	$	210,457
Deferred acquisition costs		46,832		-		35,154		-
Investment assets		-		496,096		-		336,482
Policyholder dividends		11,586		-		18,449		-
Net operating loss carryforward		180,448		-		200,486		-
Pension plan accrued benefit liability		98,981		-		72,387		-
Goodwill		-		24,045		-		25,169
Experience rated refunds		10,908		-		21,623		-
Tax credits		106,552		-		74,389		-
Other		-		5,858		-		4,843
Total deferred taxes	$	455,307	$	744,302	$	422,488	$	576,951

Amounts presented for investment assets above include $(410,044) and $(264,078) related to the net unrealized losses (gains) on the Company’s investments, which are classified as available-for-sale at December 31, 2012 and 2011, 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, 2012, the subsidiary had net operating loss carry forwards expiring as follows:

Year	Amount
2020	$	119,978
2021		113,002
2022		136,796
2023		81,693
Total	$	451,469

During 2012 and 2011, the Company generated $30,965 and $34,020 of Guaranteed Federal Low Income Housing tax credit carryforwards respectively. As of December 31, 2012, the total credit carryforward for Low Income Housing is $100,670. These credits will begin to expire in 2030.

Included in due from parent and affiliates at December 31, 2012 and 2011 is $4,353 and $115,300, 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, 2012 and 2011 is $12,585 and $9,019, respectively, of income taxes receivable in other assets primarily related to the separate state income tax returns filed by certain subsidiaries.

56

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

16.    Segment Information

The Company has three reportable segments: Individual Markets, Retirement Services and Other.

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 reinsurance agreement 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.

57

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following tables summarize segment financial information for the year ended and as of December 31, 2012:

	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
Net realized gains on investments		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) from continuing operations before income taxes		155,558		237,839		(19,978)		373,419
Income tax expense (benefit)		50,869		78,150		6,286		135,305
Income (loss) from continuing operations	$	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

58

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following tables summarize segment financial information for the year ended and as of December 31, 2011:

	Year ended December 31, 2011 (1)
	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
Net realized gains on investments		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) from continuing operations before income taxes		149,281		163,107		(16,333)		296,055
Income tax expense (benefit)		49,221		50,869		(6,272)		93,818
Income (loss) from continuing operations	$	100,060	$	112,238	$	(10,061)	$	202,237
	December 31, 2011 (1)
	Individual Markets		Retirement Services		Other		Total
Assets:
Investments	$	13,702,356	$	8,752,301	$	1,540,575	$	23,995,232
Other assets		1,108,744		610,971		126,468		1,846,183
Separate account assets		5,884,676		16,446,714		-		22,331,391
Assets of continuing operations	$	20,695,776	$	25,809,986	$	1,667,043		48,172,806
Assets of discontinued operations								39,621
Total assets							$	48,212,427

⁽¹⁾ As adjusted; See Note 1

59

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following tables summarize segment financial information for the year ended December 31, 2010:

	Year ended December 31, 2010 (1)
	Individual Markets		Retirement Services		Other		Total
Revenue:
Premium income	$	676,395	$	5,509	$	123,718	$	805,622
Fee income		56,232		387,103		4,619		447,954
Net investment income		730,439		399,456		44,849		1,174,744
Net realized losses on investments		(1,239)		(23,229)		(27)		(24,495)
Total revenues		1,461,827		768,839		173,159		2,403,825
Benefits and expenses:
Policyholder benefits		1,218,791		221,943		99,673		1,540,407
Operating expenses		134,445		401,117		62,095		597,657
Total benefits and expenses		1,353,236		623,060		161,768		2,138,064
Income from continuing operations before income taxes		108,591		145,779		11,391		265,761
Income tax expense		29,487		34,547		4,593		68,627
Income from continuing operations	$	79,104	$	111,232	$	6,798	$	197,134

⁽¹⁾ As adjusted; See Note 1

17.    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. Termination of employment prior to the vesting of the options results in the forfeiture of the unvested options. 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 and expiring ten years from the date of grant.

The Lifeco plan contains a provision that permits a retiring option holder with unvested stock options on the date of retirement to continue to vest in them after retirement for a period of up to five years. Upon the retirement of an option holder with unvested options, 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

In 2011, the Company implemented 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. 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 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, the units are multiplied by a performance factor to produce a final number of units which are payable in cash equal to the closing price of Lifeco common stock on the date following the last day of the three-year performance period. Accordingly, the estimated fair value of the performance unit is based on the closing price of Lifeco common stock on the date of 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.

60

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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

The compensation expense related to stock-based compensation for the years ended December 31, 2012, 2011 and 2010 were as follows:

	2012		2011		2010
Lifeco Stock Plan	$	2,314	$	1,786	$	1,855
Performance Share Unit Plan		3,658		1,161		-
Total compensation expense	$	5,972	$	2,947	$	1,855
Income tax benefits	$	1,729	$	752	$	226

The following table presents the total unrecognized compensation expense related to stock-based compensation at December 31, 2012 and the expected weighted average period over which these expenses will be recognized:

	Expense		Weighted   average period (years)
Lifeco Stock Plan	$	3,016		1.7
Performance Share Unit Plan		4,414		1.4

Equity Award Activity

During the year ended December 31, 2012, Lifeco granted 739,600 stock options to employees of the Company. These stock options vest over five-year periods ending in March 2017. Compensation expense of $2,566 will be recognized in the Company’s financial statements over the vesting period of these stock options using the accelerated method of recognition.

61

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

The following table summarizes the status of, and changes in, the Lifeco plan options granted to Company employees which are outstanding at December 31, 2012. 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, 2012		2,896,560	$	28.01
Granted		739,600		23.28
Exercised		(354,000)		19.43
Outstanding, December 31, 2012		3,282,160		28.42		6.2	$	1,518
Vested and expected to vest, December 31, 2012		3,261,022	$	28.42		6.2	$	1,168
Exercisable, December 31, 2012		1,483,080	$	30.10		4.4	$	171

⁽¹⁾ The aggregate intrinsic value is calculated as the difference between the market price of Lifeco common shares on December 31, 2012 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 during the years ended December 31, 2012, 2011 and 2010:

	2012		2011		2010
Weighted average fair value of options granted	$	3.47	$	4.49	$	4.41
Intrinsic value of options exercised (1)		1,397		1,197		5,218
Fair value of options vested		1,740		1,541		943

⁽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 the years ended December 31, 2012, 2011 and 2010 was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2012		2011		2010
Dividend yield		5.31%		4.59%		4.53%
Expected volatility		25.65%		25.22%		25.03%
Risk free interest rate		1.52%		2.62%		2.62%
Expected duration (years)		6.0		5.5		5.5

62

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

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 at December 31, 2012.

	Performance   Units
Outstanding, December 31, 2011		163,708
Granted		211,600
Paid		-
Forfeited		-
Outstanding, December 31, 2012		375,308
Vested and expected to vest, December 31, 2012		375,308

18. Commitments and Contingencies

Commitments

The following table summarizes the Company’s future purchase obligations and commitments as of December 31, 2012:

	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		901,069		1,086,224
Investment purchase obligations (3)		127,255		-		-		-		127,255
Operating leases (4)		4,404		5,683		607		-		10,694
Other liabilities (5)		42,391		49,041		70,713		66,799		228,944
Total	$	211,081	$	128,786	$	145,382	$	1,496,268	$	1,981,517

^{(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, 2012 and do not consider the impact of future interest rate changes.

^{(3 )} Investment purchase obligations - The Company commits to fund limited partnership interests, mortgage loan 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 is based on the expiration date of the commitment. The amounts of these unfunded commitments at December 31, 2012 and 2011 were $127,255 and $97,694, of which $11,031 and $13,205 was related to cost basis limited partnership interests, respectively, all of which is due within one year from the dates indicated.

63

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands, Except Share Amounts)

^{(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 $5,764, $5,645 and $6,047 for the years ended December 31, 2012, 2011 and 2010, respectively and is recorded in general insurance expense.

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 2022.

• 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 matures on May 26, 2013. 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 $1,000,000 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 National Association of Insurance Commissioners), for each quarter ending after March 31, 2010. The Company was in compliance with all covenants at December 31, 2012 and 2011. At December 31, 2012 and 2011 there were no outstanding amounts related to this credit facility.

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.

19. Subsequent Event

On February 1, 2013, the Company’s Board of Directors declared a dividend of $44,435 to be paid to its sole shareholder, GWL&A Financial, on March 29, 2013.

64

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Schedule III

Supplemental Insurance Information

(In Thousands)

	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
	As of and for the year ended December 31, 2011
	Individual Markets Segment		Retirement Services Segment		Other Segment		Total
Deferred acquisition costs (1)	$	102,598	$	75,183	$	-	$	177,781
Future policy benefits, losses, claims and expenses		12,812,079		8,620,044		356,296		21,788,419
Unearned premium reserves		39,855		-		-		39,855
Other policy claims and benefits payable		742,457		445		26,184		769,086
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 (1)		10,497		14,687		-		25,184
Other operating expenses (1)		98,509		420,461		88,821		607,791
	As of and for the year ended December 31, 2010
	Individual Markets Segment		Retirement Services Segment		Other Segment		Total
Premium income		676,395		5,509		123,718		805,622
Net investment income		730,439		399,456		44,849		1,174,744
Benefits, claims, losses and settlement expenses		1,218,791		221,943		99,673		1,540,407
Amortization of deferred acquisition costs (1)		20,448		7,057		-		27,505
Other operating expenses (1)		113,997		394,060		62,095		570,152

⁽¹⁾  As adjusted; See Note 1

65

COLI VUL-2 Series Account

of Great-West Life &

Annuity Insurance

Company

Financial Statements for the Years Ended

December 31, 2012 and 2011

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, 2012, and the related statements of operations for the periods presented, the statements of changes in net assets for each of the periods presented, and the financial highlights in Note 5 for each of 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 the audit 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, 2012, by correspondence with the mutual fund companies; where replies were not received from the mutual fund companies, we

performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the investment divisions constituting the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company as of December 31, 2012, the results of their operations, the changes in their net assets, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

March 29, 2013

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 DREMAN SMALL MID CAP VALUE VIP

DWS GLOBAL SMALL CAP GROWTH VIP

DWS HIGH INCOME VIP

DWS LARGE CAP VALUE VIP

DWS SMALL CAP INDEX 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 FUND

GREAT-WEST CONSERVATIVE PROFILE I FUND

GREAT-WEST INVESCO ADR FUND

GREAT-WEST JANUS LARGE CAP GROWTH FUND

GREAT-WEST LIFETIME 2015 FUND II CLASS T

GREAT-WEST LIFETIME 2025 FUND II CLASS T

GREAT-WEST LIFETIME 2045 FUND II CLASS T

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 SHORT DURATION BOND FUND

GREAT-WEST SMALL-CAP GROWTH FUND

COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY

INSURANCE COMPANY

APPENDIX A (Concluded)

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

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, 2012

	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)	$	135,441	$	22,920	$	493,083	$	12,264	$	578,047	$	88,366
Investment income due and accrued
Receivable for investments sold
Purchase payments receivable		811								1,709
Total assets		136,252		22,920		493,083		12,264		579,756		88,366
LIABILITIES:
Payable for investments purchased		811								1,709
Redemptions payable
Total liabilities		811								1,709
NET ASSETS	$	135,441	$	22,920	$	493,083	$	12,264	$	578,047	$	88,366
NET ASSETS REPRESENTED BY:
Accumulation units	$	135,441	$	22,920	$	493,083	$	12,264	$	578,047	$	88,366
ACCUMULATION UNITS OUTSTANDING		1,479		1,859		49,314		891		24,713		6,095
UNIT VALUE (ACCUMULATION)	$	91.58	$	12.33	$	10.00	$	13.76	$	23.39	$	14.50
(1)     Cost of investments:	$	150,119	$	24,461	$	416,367	$	11,892	$	498,298	$	84,011
Shares of investments:		4,875		3,322		55,216		1,136		88,657		5,079

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, 2012

	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)	$	87,834	$	2,908,212	$	1,625,873	$	307,037	$	222,984	$	30,000
Investment income due and accrued
Receivable for investments sold		91,685						6,036				8,534
Purchase payments receivable
Total assets		179,519		2,908,212		1,625,873		313,073		222,984		38,534
LIABILITIES:
Payable for investments purchased
Redemptions payable		91,685						6,036				8,534
Total liabilities		91,685						6,036				8,534
NET ASSETS	$	87,834	$	2,908,212	$	1,625,873	$	307,037	$	222,984	$	30,000
NET ASSETS REPRESENTED BY:
Accumulation units	$	87,834	$	2,908,212	$	1,625,873	$	307,037	$	222,984	$	30,000
ACCUMULATION UNITS OUTSTANDING		9,254		251,492		174,148		18,212		13,393		2,567
UNIT VALUE (ACCUMULATION)	$	9.49	$	11.56	$	9.34	$	16.86	$	16.65	$	11.69
(1)     Cost of investments:	$	82,732	$	2,494,713	$	1,582,038	$	300,489	$	215,936	$	28,103
Shares of investments:		4,423		48,109		92,274		13,496		14,470		2,597

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, 2012

	INVESTMENT DIVISIONS
	DAVIS VALUE PORTFOLIO		DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO		DREYFUS STOCK INDEX FUND		DREYFUS VIF APPRECIATION PORTFOLIO		DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO		DWS DREMAN SMALL MID CAP VALUE VIP
ASSETS:
Investments at fair value (1)	$	272,128	$	42,075	$	3,845,179	$	634,673	$	39,050	$	1,463,165
Investment income due and accrued						25,149		3,701
Receivable for investments sold				9,676		121,401
Purchase payments receivable
Total assets		272,128		51,751		3,991,729		638,374		39,050		1,463,165
LIABILITIES:
Payable for investments purchased
Redemptions payable				9,676		121,401
Total liabilities				9,676		121,401
NET ASSETS	$	272,128	$	42,075	$	3,870,328	$	638,374	$	39,050	$	1,463,165
NET ASSETS REPRESENTED BY:
Accumulation units	$	272,128	$	42,075	$	3,870,328	$	638,374	$	39,050	$	1,463,165
ACCUMULATION UNITS OUTSTANDING		21,275		2,368		321,895		10,006		2,286		99,969
UNIT VALUE (ACCUMULATION)	$	12.79	$	17.77	$	12.02	$	63.80	$	17.08	$	14.64
(1)     Cost of investments:	$	282,726	$	39,314	$	3,572,535	$	555,449	$	33,064	$	1,302,138
Shares of investments:		24,897		3,040		120,690		15,683		2,316		114,489

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, 2012

	INVESTMENT DIVISIONS
	DWS GLOBAL SMALL CAP GROWTH VIP		DWS HIGH INCOME VIP		DWS LARGE CAP VALUE VIP		DWS SMALL CAP INDEX VIP		FEDERATED HIGH INCOME BOND FUND II		FEDERATED KAUFMANN FUND II
ASSETS:
Investments at fair value (1)	$	71,015	$	56,916	$	172,332	$	248,140	$	46,082	$	33,040
Investment income due and accrued
Receivable for investments sold		10,285				13,684
Purchase payments receivable								358
Total assets		81,300		56,916		186,016		248,498		46,082		33,040
LIABILITIES:
Payable for investments purchased								358
Redemptions payable		10,285				13,684
Total liabilities		10,285				13,684		358
NET ASSETS	$	71,015	$	56,916	$	172,332	$	248,140	$	46,082	$	33,040
NET ASSETS REPRESENTED BY:
Accumulation units	$	71,015	$	56,916	$	172,332	$	248,140	$	46,082	$	33,040
ACCUMULATION UNITS OUTSTANDING		4,564		3,934		16,941		19,442		1,982		2,801
UNIT VALUE (ACCUMULATION)	$	15.56	$	14.47	$	10.17	$	12.76	$	23.25	$	11.80
(1)     Cost of investments:	$	66,047	$	55,520	$	160,533	$	233,045	$	35,443	$	31,935
Shares of investments:		5,154		8,213		13,842		18,299		6,427		2,194

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, 2012

	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)	$	3,391,773	$	859,398	$	612,727	$	1,678,067	$	401,763	$	277,015
Investment income due and accrued												109
Receivable for investments sold		6,348						19,285		119,802
Purchase payments receivable
Total assets		3,398,121		859,398		612,727		1,697,352		521,565		277,124
LIABILITIES:
Payable for investments purchased
Redemptions payable		6,348						19,285		119,802
Total liabilities		6,348						19,285		119,802
NET ASSETS	$	3,391,773	$	859,398	$	612,727	$	1,678,067	$	401,763	$	277,124
NET ASSETS REPRESENTED BY:
Accumulation units	$	3,391,773	$	859,398	$	612,727	$	1,678,067	$	401,763	$	277,124
ACCUMULATION UNITS OUTSTANDING		185,804		80,741		31,442		58,222		26,353		10,292
UNIT VALUE (ACCUMULATION)	$	18.25	$	10.64	$	19.49	$	28.82	$	15.25	$	26.93
(1)     Cost of investments:	$	3,186,967	$	793,523	$	623,761	$	1,725,768	$	398,706	$	261,978
Shares of investments:		130,453		20,639		47,907		55,973		43,015		223,399

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, 2012

	INVESTMENT DIVISIONS
	GREAT-WEST ARIEL SMALL- CAP VALUE FUND		GREAT-WEST CONSERVATIVE PROFILE I FUND		GREAT-WEST INVESCO ADR FUND		GREAT-WEST JANUS LARGE CAP GROWTH FUND		GREAT-WEST LIFETIME 2015 FUND II CLASS T		GREAT-WEST LIFETIME 2025 FUND II CLASS T
ASSETS:
Investments at fair value (1)	$	854,407	$	441,050	$	211,706	$	83,190	$	1,477	$	74,611
Investment income due and accrued		256
Receivable for investments sold
Purchase payments receivable				738
Total assets		854,663		441,788		211,706		83,190		1,477		74,611
LIABILITIES:
Payable for investments purchased				738
Redemptions payable
Total liabilities				738
NET ASSETS	$	854,663	$	441,050	$	211,706	$	83,190	$	1,477	$	74,611
NET ASSETS REPRESENTED BY:
Accumulation units	$	854,663	$	441,050	$	211,706	$	83,190	$	1,477	$	74,611
ACCUMULATION UNITS OUTSTANDING		47,152		23,227		17,359		5,341		114		5,657
UNIT VALUE (ACCUMULATION)	$	18.13	$	18.99	$	12.20	$	15.58	$	12.96	$	13.19
(1)     Cost of investments:	$	729,416	$	436,300	$	218,593	$	79,346	$	1,462	$	72,305
Shares of investments:		84,595		52,884		19,749		9,411		111		5,288

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, 2012

	INVESTMENT DIVISIONS
	GREAT-WEST LIFETIME 2045 FUND II CLASS T		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
ASSETS:
Investments at fair value (1)	$	2,392	$	3,995,085	$	810,039	$	765,081	$	213,285	$	185,810
Investment income due and accrued
Receivable for investments sold						4,494				417
Purchase payments receivable				4,531				2
Total assets		2,392		3,999,616		814,533		765,083		213,702		185,810
LIABILITIES:
Payable for investments purchased				4,531				2
Redemptions payable						4,494				417
Total liabilities				4,531		4,494		2		417
NET ASSETS	$	2,392	$	3,995,085	$	810,039	$	765,081	$	213,285	$	185,810
NET ASSETS REPRESENTED BY:
Accumulation units	$	2,392	$	3,995,085	$	810,039	$	765,081	$	213,285	$	185,810
ACCUMULATION UNITS OUTSTANDING		179		125,916		36,456		100,475		12,076		11,091
UNIT VALUE (ACCUMULATION)	$	13.36	$	31.73	$	22.22	$	7.61	$	17.66	$	16.75
(1)     Cost of investments:	$	2,276	$	3,885,966	$	645,434	$	733,268	$	223,112	$	174,798
Shares of investments:		160		300,835		36,082		86,255		24,657		20,600

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, 2012

	INVESTMENT DIVISIONS
	GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND		GREAT-WEST MONEY MARKET 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
ASSETS:
Investments at fair value (1)	$	224,617	$	9,724,543	$	6,590,882	$	36,509	$	827,603	$	4,028,474
Investment income due and accrued
Receivable for investments sold
Purchase payments receivable				730,590								9,011
Total assets		224,617		10,455,133		6,590,882		36,509		827,603		4,037,485
LIABILITIES:
Payable for investments purchased				730,590								9,011
Redemptions payable
Total liabilities				730,590								9,011
NET ASSETS	$	224,617	$	9,724,543	$	6,590,882	$	36,509	$	827,603	$	4,028,474
NET ASSETS REPRESENTED BY:
Accumulation units	$	224,617	$	9,724,543	$	6,590,882	$	36,509	$	827,603	$	4,028,474
ACCUMULATION UNITS OUTSTANDING		12,429		747,331		502,124		4,259		50,235		200,721
UNIT VALUE (ACCUMULATION)	$	18.07	$	13.01	$	13.13	$	8.57	$	16.47	$	20.07
(1)     Cost of investments:	$	216,226	$	9,724,543	$	6,400,579	$	35,124	$	765,498	$	4,244,279
Shares of investments:		26,302		9,724,543		630,103		1,806		50,680		229,412

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, 2012

	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
ASSETS:
Investments at fair value (1)	$	2,641,792	$	4,030,492	$	730,314	$	3,056	$	135,558	$	477,951
Investment income due and accrued
Receivable for investments sold				1,348						2,694
Purchase payments receivable		199										144
Total assets		2,641,991		4,031,840		730,314		3,056		138,252		478,095
LIABILITIES:
Payable for investments purchased		199										144
Redemptions payable				1,348						2,694
Total liabilities		199		1,348						2,694		144
NET ASSETS	$	2,641,792	$	4,030,492	$	730,314	$	3,056	$	135,558	$	477,951
NET ASSETS REPRESENTED BY:
Accumulation units	$	2,641,792	$	4,030,492	$	730,314	$	3,056	$	135,558	$	477,951
ACCUMULATION UNITS OUTSTANDING		187,875		197,040		50,939		417		7,919		16,249
UNIT VALUE (ACCUMULATION)	$	14.06	$	20.46	$	14.34	$	7.33	$	17.12	$	29.41
(1)     Cost of investments:	$	2,635,133	$	4,033,360	$	639,065	$	3,018	$	123,487	$	463,608
Shares of investments:		270,953		327,150		24,231		187		6,455		30,895

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, 2012

	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
ASSETS:
Investments at fair value (1)	$	989,206	$	240,483	$	76,519	$	772,863	$	6,177,961	$	1,408,352
Investment income due and accrued
Receivable for investments sold												140,843
Purchase payments receivable				960				222
Total assets		989,206		241,443		76,519		773,085		6,177,961		1,549,195
LIABILITIES:
Payable for investments purchased				960				222
Redemptions payable												140,843
Total liabilities				960				222				140,843
NET ASSETS	$	989,206	$	240,483	$	76,519	$	772,863	$	6,177,961	$	1,408,352
NET ASSETS REPRESENTED BY:
Accumulation units	$	989,206	$	240,483	$	76,519	$	772,863	$	6,177,961	$	1,408,352
ACCUMULATION UNITS OUTSTANDING		78,792		15,925		6,160		40,890		258,946		67,270
UNIT VALUE (ACCUMULATION)	$	12.55	$	15.10	$	12.42	$	18.90	$	23.86	$	20.94
(1)     Cost of investments:	$	923,374	$	222,159	$	75,507	$	771,875	$	5,834,738	$	1,329,655
Shares of investments:		32,941		18,921		4,536		28,445		490,314		34,392

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 ASSETS AND LIABILITIES

DECEMBER 31, 2012

	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
ASSETS:
Investments at fair value (1)	$	53,928	$	2,647,922	$	254,118	$	1,723,408	$	1,483,231	$	1,236,537
Investment income due and accrued
Receivable for investments sold		5,577		15,188								2,871
Purchase payments receivable
Total assets		59,505		2,663,110		254,118		1,723,408		1,483,231		1,239,408
LIABILITIES:
Payable for investments purchased
Redemptions payable		5,577		15,188								2,871
Total liabilities		5,577		15,188								2,871
NET ASSETS	$	53,928	$	2,647,922	$	254,118	$	1,723,408	$	1,483,231	$	1,236,537
NET ASSETS REPRESENTED BY:
Accumulation units	$	53,928	$	2,647,922	$	254,118	$	1,723,408	$	1,483,231	$	1,236,537
ACCUMULATION UNITS OUTSTANDING		3,353		103,118		32,003		110,172		96,624		91,886
UNIT VALUE (ACCUMULATION)	$	16.08	$	25.68	$	7.94	$	15.64	$	15.35	$	13.46
(1)     Cost of investments:	$	48,008	$	3,100,067	$	230,540	$	1,551,500	$	1,121,227	$	1,352,370
Shares of investments:		8,929		69,756		8,267		84,481		127,865		102,278

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, 2012

	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
ASSETS:
Investments at fair value (1)	$	262,994	$	37,190	$	31,533	$	452,773	$	7,135,544	$	1,180,392
Investment income due and accrued								2,128		8,377		263
Receivable for investments sold								5,074		133,995		1,419
Purchase payments receivable
Total assets		262,994		37,190		31,533		459,975		7,277,916		1,182,074
LIABILITIES:
Payable for investments purchased
Redemptions payable								5,074		133,995		1,419
Total liabilities								5,074		133,995		1,419
NET ASSETS	$	262,994	$	37,190	$	31,533	$	454,901	$	7,143,921	$	1,180,655
NET ASSETS REPRESENTED BY:
Accumulation units	$	262,994	$	37,190	$	31,533	$	454,901	$	7,143,921	$	1,180,655
ACCUMULATION UNITS OUTSTANDING		20,634		3,245		1,863		24,345		490,513		66,428
UNIT VALUE (ACCUMULATION)	$	12.75	$	11.46	$	16.93	$	18.69	$	14.56	$	17.77
(1)     Cost of investments:	$	229,161	$	36,795	$	29,997	$	446,670	$	7,068,006	$	1,184,101
Shares of investments:		8,492		2,817		1,984		56,175		661,924		82,835

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 ASSETS AND LIABILITIES

DECEMBER 31, 2012

	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
ASSETS:
Investments at fair value (1)	$	8,240,278	$	169,469	$	73,821	$	23,396	$	492,449	$	882,348
Investment income due and accrued		10,141
Receivable for investments sold		3,681						3,759		13,934
Purchase payments receivable
Total assets		8,254,100		169,469		73,821		27,155		506,383		882,348
LIABILITIES:
Payable for investments purchased
Redemptions payable		3,681						3,759		13,934
Total liabilities		3,681						3,759		13,934
NET ASSETS	$	8,250,419	$	169,469	$	73,821	$	23,396	$	492,449	$	882,348
NET ASSETS REPRESENTED BY:
Accumulation units	$	8,250,419	$	169,469	$	73,821	$	23,396	$	492,449	$	882,348
ACCUMULATION UNITS OUTSTANDING		464,538		9,349		4,096		1,430		42,410		68,659
UNIT VALUE (ACCUMULATION)	$	17.76	$	18.13	$	18.02	$	16.36	$	11.61		12.85
(1)     Cost of investments:	$	8,075,327	$	149,278	$	71,427	$	21,854	$	517,275	$	853,350
Shares of investments:		713,444		10,706		10,412		1,413		45,303		80,875

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, 2012

	INVESTMENT DIVISIONS
	VAN ECK VIP EMERGING MARKETS FUND		VAN ECK VIP GLOBAL HARD ASSETS FUND
ASSETS:
Investments at fair value (1)	$	21,536	$	173,444
Investment income due and accrued
Receivable for investments sold				7,245
Purchase payments receivable
Total assets		21,536		180,689
LIABILITIES:
Payable for investments purchased
Redemptions payable				7,245
Total liabilities				7,245
NET ASSETS	$	21,536	$	173,444
NET ASSETS REPRESENTED BY:
Accumulation units	$	21,536	$	173,444
NET ASSETS	$	21,536	$	173,444
ACCUMULATION UNITS OUTSTANDING		588		2,605
UNIT VALUE (ACCUMULATION)	$	36.63	$	66.58
(1)    Cost of investments:	$	19,286	$	182,577
Shares of investments:		1,595		5,954

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, 2012

	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
								(1)
INVESTMENT INCOME:
Dividends	$		$	503	$	3,907	$		$	9,765	$
EXPENSES:
Mortality and expense risk		255		46		879		91		923		259
NET INVESTMENT INCOME (LOSS)		(255)		457		3,028		(91)		8,842		(259)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		1,017		(1,266)		(8,426)		2,491		593		2,906
Realized gain distributions		25,141
Net realized gain (loss)		26,158		(1,266)		(8,426)		2,491		593		2,906
Change in net unrealized appreciation (depreciation) on investments		(13,317)		4,120		99,456		372		56,676		9,449
Net realized and unrealized gain on investments		12,841		2,854		91,030		2,863		57,269		12,355
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	12,586	$	3,311	$	94,058	$	2,772	$	66,111	$	12,096
(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 OPERATIONS

YEAR ENDED DECEMBER 31, 2012

	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	$	1,159	$	21,615	$	12,251	$	624	$	659	$	755
EXPENSES:
Mortality and expense risk		177		5,227		536		84		287		71
NET INVESTMENT INCOME		982		16,388		11,715		540		372		684
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(3,686)		29,415		8,846		(1,585)		1,379		(213)
Realized gain distributions										6,826		240
Net realized gain (loss)		(3,686)		29,415		8,846		(1,585)		8,205		27
Change in net unrealized appreciation on investments		21,295		342,708		51,681		11,630		6,655		4,705
Net realized and unrealized gain on investments		17,609		372,123		60,527		10,045		14,860		4,732
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	18,591	$	388,511	$	72,242	$	10,585	$	15,232	$	5,416

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, 2012

	INVESTMENT DIVISIONS
	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
				(1)
INVESTMENT INCOME:
Dividends	$	4,459	$	360	$		$	84,987	$	22,774	$	427
EXPENSES:
Mortality and expense risk		595		78		108		9,857		1,154		210
NET INVESTMENT INCOME (LOSS)		3,864		282		(108)		75,130		21,620		217
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sale of fund shares		4,065		26,720		9,130		534,975		3,083		20,247
Realized gain distributions		16,349						240,723
Net realized gain		20,414		26,720		9,130		775,698		3,083		20,247
Change in net unrealized appreciation (depreciation) on investments		5,220		(23,625)		1,087		(183,131)		34,779		1,015
Net realized and unrealized gain on investments		25,634		3,095		10,217		592,567		37,862		21,262
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	29,498	$	3,377	$	10,109	$	667,697	$	59,482	$	21,479
(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 OPERATIONS

YEAR ENDED DECEMBER 31, 2012

	INVESTMENT DIVISIONS
	DWS DREMAN SMALL MID CAP VALUE VIP		DWS GLOBAL SMALL CAP GROWTH VIP		DWS HIGH INCOME VIP		DWS LARGE CAP VALUE VIP		DWS SMALL CAP INDEX VIP		FEDERATED HIGH INCOME BOND FUND  II
INVESTMENT INCOME:
Dividends	$	15,151	$	520	$		$	3,213	$	819	$	3,223
EXPENSES:
Mortality and expense risk		2,524		173		2		390		347		81
NET INVESTMENT INCOME (LOSS)		12,627		347		(2)		2,823		472		3,142
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		74,017		(5,380)		24		4,329		14,739		237
Realized gain distributions				4,059						22
Net realized gain (loss)		74,017		(1,321)		24		4,329		14,761		237
Change in net unrealized appreciation on investments		72,643		15,798		1,558		13,527		18,161		2,501
Net realized and unrealized gain on investments		146,660		14,477		1,582		17,856		32,922		2,738
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	159,287	$	14,824	$	1,580	$	20,679	$	33,394	$	5,880

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, 2012

	INVESTMENT DIVISIONS
	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
INVESTMENT INCOME:
Dividends	$		$	24,426	$	2,923	$	13,014	$	6,526	$	4,665
EXPENSES:
Mortality and expense risk		65		3,826		1,894		1,036		5,300		1,838
NET INVESTMENT INCOME (LOSS)		(65)		20,600		1,029		11,978		1,226		2,827
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sale of fund shares		3,355		235,753		173,560		5,336		683,628		78,842
Realized gain distributions								16,295		135,491		3,244
Net realized gain		3,355		235,753		173,560		21,631		819,119		82,086
Change in net unrealized appreciation (depreciation) on investments		2,368		(1,490)		(29,902)		(4,775)		(474,880)		41,930
Net realized and unrealized gain on investments		5,723		234,263		143,658		16,856		344,239		124,016
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,658	$	254,863	$	144,687	$	28,834	$	345,465	$	126,843

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, 2012

	INVESTMENT DIVISIONS
	GREAT-WEST ARIEL MIDCAP VALUE FUND		GREAT-WEST ARIEL SMALL -CAP VALUE FUND		GREAT-WEST CONSERVATIVE PROFILE I FUND		GREAT-WEST INVESCO ADR FUND		GREAT-WEST JANUS LARGE CAP GROWTH FUND		GREAT-WEST LIFETIME 2015 FUND II CLASS T
INVESTMENT INCOME:
Dividends	$	3,273	$	4,516	$	11,815	$	22,877	$	370	$	592
EXPENSES:
Mortality and expense risk		534		1,496		1,155		561		308		159
NET INVESTMENT INCOME		2,739		3,020		10,660		22,316		62		433
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		32,630		7,936		(29,941)		(32,372)		2,238		7,561
Realized gain distributions		23,176				5,527						657
Net realized gain (loss)		55,806		7,936		(24,414)		(32,372)		2,238		8,218
Change in net unrealized appreciation (depreciation) on investments		(5,065)		133,205		56,470		60,501		19,291		(1,370)
Net realized and unrealized gain on investments		50,741		141,141		32,056		28,129		21,529		6,848
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	53,480	$	144,161	$	42,716	$	50,445	$	21,591	$	7,281

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, 2012

	INVESTMENT DIVISIONS
	GREAT-WEST LIFETIME 2025 FUND II CLASS T		GREAT-WEST LIFETIME 2045 FUND II CLASS T		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
INVESTMENT INCOME:
Dividends	$	1,785	$	37	$	180,033	$	6,198	$	6,160	$	7,014
EXPENSES:
Mortality and expense risk		306		7		6,345		1,496		474		1,345
NET INVESTMENT INCOME		1,479		30		173,688		4,702		5,686		5,669
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		3,908		(73)		284,525		26,879		7,545		(23,806)
Realized gain distributions		1,865		37		21,848		18,801				10,975
Net realized gain (loss)		5,773		(36)		306,373		45,680		7,545		(12,831)
Change in net unrealized appreciation (depreciation) on investments		4,380		363		(42,566)		72,566		34,884		61,270
Net realized and unrealized gain on investments		10,153		327		263,807		118,246		42,429		48,439
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	11,632	$	357	$	437,495	$	122,948	$	48,115	$	54,108

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, 2012

	INVESTMENT DIVISIONS
	GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND		GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND		GREAT-WEST MONEY MARKET FUND		GREAT-WEST SHORT DURATION BOND FUND		GREAT-WEST SMALL-CAP GROWTH FUND		GREAT-WEST T. ROWE PRICE EQUITY/INCOME FUND
INVESTMENT INCOME:
Dividends	$	4,390	$	9,972	$		$	145,215	$		$	16,559
EXPENSES:
Mortality and expense risk		1,337		1,690		23,042		12,434		154		1,397
NET INVESTMENT INCOME (LOSS)		3,053		8,282		(23,042)		132,781		(154)		15,162
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(10,009)		(29,013)				9,689		12,508		56,114
Realized gain distributions		1,974		2,520				54,277		1,818
Net realized gain (loss)		(8,035)		(26,493)				63,966		14,326		56,114
Change in net unrealized appreciation on investments		68,369		84,568				77,783		(4,698)		48,893
Net realized and unrealized gain on investments		60,334		58,075				141,749		9,628		105,007
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	63,387	$	66,357	$	(23,042)	$	274,530	$	9,474	$	120,169

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, 2012

	INVESTMENT DIVISIONS
	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
INVESTMENT INCOME:
Dividends	$	24,428	$	18,143	$	114,011	$	7,388	$	60	$
EXPENSES:
Mortality and expense risk		6,793		530		6,766		1,345		11		239
NET INVESTMENT INCOME (LOSS)		17,635		17,613		107,245		6,043		49		(239)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(7,380)		4,056		45,427		9,282		1,251		31,728
Realized gain distributions		151,910		3,774		38,262
Net realized gain		144,530		7,830		83,689		9,282		1,251		31,728
Change in net unrealized appreciation (depreciation) on investments		223,993		14,791		(82,193)		77,063		48		(4,773)
Net realized and unrealized gain on investments		368,523		22,621		1,496		86,345		1,299		26,955
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	386,158	$	40,234	$	108,741	$	92,388	$	1,348	$	26,716

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, 2012

	INVESTMENT DIVISIONS
	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
INVESTMENT INCOME:
Dividends	$	433	$	9,787	$	109	$		$	16,783	$	225,299
EXPENSES:
Mortality and expense risk		115		2,619		366		136		940		12,380
NET INVESTMENT INCOME (LOSS)		318		7,168		(257)		(136)		15,843		212,919
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(927)		89,286		7,617		10,130		(15,551)		18,997
Realized gain distributions						1,411				37,813		88,318
Net realized gain (loss)		(927)		89,286		9,028		10,130		22,262		107,315
Change in net unrealized appreciation on investments		19,250		46,083		12,179		(2,847)		21,998		132,302
Net realized and unrealized gain on investments		18,323		135,369		21,207		7,283		44,260		239,617
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	18,641	$	142,537	$	20,950	$	7,147	$	60,103	$	452,536

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, 2012

	INVESTMENT DIVISIONS
	JANUS ASPEN FORTY PORTFOLIO		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
INVESTMENT INCOME:
Dividends	$	13,439	$		$	18,744	$	1,864	$	4,755	$	5,967
EXPENSES:
Mortality and expense risk		3,273		178		5,304		522		3,104		2,555
NET INVESTMENT INCOME (LOSS)		10,166		(178)		13,440		1,342		1,651		3,412
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		313,362		7,200		(148,515)		21,043		9,962		12,902
Realized gain distributions						289,034				13,615
Net realized gain		313,362		7,200		140,519		21,043		23,577		12,902
Change in net unrealized appreciation (depreciation) on investments		(10,001)		4,722		159,885		46,569		171,440		195,671
Net realized and unrealized gain on investments		303,361		11,922		300,404		67,612		195,017		208,573
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	313,527	$	11,744	$	313,844	$	68,954	$	196,668	$	211,985

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, 2012

	INVESTMENT DIVISIONS
	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
INVESTMENT INCOME:
Dividends	$	5,118	$		$		$	68	$	15,888	$	76,698
EXPENSES:
Mortality and expense risk		1,591		579		92		63		480		7,643
NET INVESTMENT INCOME (LOSS)		3,527		(579)		(92)		5		15,408		69,055
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(1,540)		31,174		2,670		2,427		5,273		95,892
Realized gain distributions		220,353
Net realized gain		218,813		31,174		2,670		2,427		5,273		95,892
Change in net unrealized appreciation (depreciation) on investments		(100,974)		1,575		3,462		2,563		10,530		33,608
Net realized and unrealized gain on investments		117,839		32,749		6,132		4,990		15,803		129,500
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	121,366	$	32,170	$	6,040	$	4,995	$	31,211	$	198,555

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, 2012

	INVESTMENT DIVISIONS
	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
								(1)
INVESTMENT INCOME:
Dividends	$	19,830	$	132,756	$	3,774	$		$	4,047	$	426
EXPENSES:
Mortality and expense risk		3,817		9,903		338		4		151		47
NET INVESTMENT INCOME (LOSS)		16,013		122,853		3,436		(4)		3,896		379
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		185,110		152,784		3,158		2,780		1,364		(466)
Realized gain distributions		59,974		107,117
Net realized gain (loss)		245,084		259,901		3,158		2,780		1,364		(466)
Change in net unrealized appreciation (depreciation) on investments		(114,221)		74,367		18,789		(1,426)		2,536		5,348
Net realized and unrealized gain on investments		130,863		334,268		21,947		1,354		3,900		4,882
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	146,876	$	457,121	$	25,383	$	1,350	$	7,796	$	5,261
(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 OPERATIONS

YEAR ENDED DECEMBER 31, 2012

	INVESTMENT DIVISIONS
	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
INVESTMENT INCOME:
Dividends	$		$	71	$		$	1,161
EXPENSES:
Mortality and expense risk		1,138		1,791		54		447
NET INVESTMENT INCOME (LOSS)		(1,138)		(1,720)		(54)		714
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		28,431		270,094		26		(51,791)
Realized gain distributions		10,285		6,344				19,917
Net realized gain (loss)		38,716		276,438		26		(31,874)
Change in net unrealized appreciation (depreciation) on investments		9,881		(174,157)		4,334		49,352
Net realized and unrealized gain on investments		48,597		102,281		4,360		17,478
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	47,459	$	100,561	$	4,306	$	18,192

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	ALGER SMALL CAP  GROWTH PORTFOLIO				AMERICAN CENTURY INVESTMENTS VP  INCOME & GROWTH FUND				AMERICAN CENTURY INVESTMENTS VP  INTERNATIONAL FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(255)	$	(152)	$	457	$	335	$	3,028	$	4,631
Net realized gain (loss)		26,158		150		(1,266)		(1,866)		(8,426)		1,540
Change in net unrealized appreciation (depreciation) on investments		(13,317)		(2,370)		4,120		2,295		99,456		(60,577)
Increase (decrease) in net assets resulting from operations		12,586		(2,372)		3,311		764		94,058		(54,406)
CONTRACT TRANSACTIONS:
Purchase payments received		1,528		4,931		2		379
Transfers for contract benefits and terminations		(1,658)		(577)		(4,312)		(4,719)		(5,321)		(4,502)
Net transfers		80,406		32,491						(26,829)		68,389
Contract maintenance charges		(59)		(28)		(26)		(26)		(378)		(356)
Other, net						172
Increase (decrease) in net assets resulting from contract transactions		80,217		36,817		(4,164)		(4,366)		(32,528)		63,531
Total increase (decrease) in net assets		92,803		34,445		(853)		(3,602)		61,530		9,125
NET ASSETS:
Beginning of period		42,638		8,193		23,773		27,375		431,553		422,428
End of period	$	135,441	$	42,638	$	22,920	$	23,773	$	493,083	$	431,553
CHANGES IN UNITS OUTSTANDING:
Units issued		11,501		2,469		1,996		34		59,443		6,090
Units redeemed		(12,718)		(272)		(2,299)		(432)		(44,929)		(1,178)
Net increase (decrease)		(1,217)		2,197		(303)		(398)		14,514		4,912

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	AMERICAN CENTURY INVESTMENTS VP ULTRA FUND		AMERICAN CENTURY INVESTMENTS VP VALUE FUND				AMERICAN CENTURY INVESTMENTS VP VISTA FUND
	2012		2012		2011		2012		2011
	(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(91)	$	8,842	$	7,839	$	(259)	$	(1,095)
Net realized gain (loss)		2,491		593		(2,197)		2,906		(1,558)
Change in net unrealized appreciation (depreciation) on investments		372		56,676		(1,667)		9,449		60,809
Increase in net assets resulting from operations		2,772		66,111		3,975		12,096		58,156
CONTRACT TRANSACTIONS:
Purchase payments received		8,883		37,238		13,595		12,439		24,524
Transfers for contract benefits and terminations		(1,477)		(7,546)		(5,181)		(3,132)		(49,293)
Net transfers		2,114		30,706		(15,569)		(15,434)		(927,026)
Contract maintenance charges		(28)		(352)		(335)		(72)		(292)
Other, net
Increase (decrease) in net assets resulting from contract transactions		9,492		60,046		(7,490)		(6,199)		(952,087)
Total increase (decrease) in net assets		12,264		126,157		(3,515)		5,897		(893,931)
NET ASSETS:
Beginning of period		0		451,890		455,405		82,469		976,400
End of period	$	12,264	$	578,047	$	451,890	$	88,366	$	82,469
CHANGES IN UNITS OUTSTANDING:
Units issued		7,248		30,242		2,416		7,443		5,773
Units redeemed		(6,357)		(42,369)		(3,190)		(8,102)		(71,819)
Net increase (decrease)		891		(12,127)		(774)		(659)		(66,046)

(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, 2012 AND 2011

	INVESTMENT DIVISIONS
	AMERICAN FUNDS IS GLOBAL  SMALL CAPITALIZATION FUND				AMERICAN FUNDS IS GROWTH FUND				AMERICAN FUNDS IS  INTERNATIONAL FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	982	$	719	$	16,388	$	5,654	$	11,715	$	2,264
Net realized gain (loss)		(3,686)		4,420		29,415		245,411		8,846		13,218
Change in net unrealized appreciation (depreciation) on investments		21,295		(21,610)		342,708		(228,367)		51,681		(41,793)
Increase (decrease) in net assets resulting from operations		18,591		(16,471)		388,511		22,698		72,242		(26,311)
CONTRACT TRANSACTIONS:
Purchase payments received		11,630		14,338		54,208		30,536		828,456		29,109
Transfers for contract benefits and terminations		(1,429)		(1,255)		(50,951)		(28,289)		(28,699)		(5,653)
Net transfers		(7,687)		41,477		771,005		755,348		607,903		(32,522)
Contract maintenance charges		(49)		(55)		(1,132)		(651)		(332)		(200)
Other, net
Increase (decrease) in net assets resulting from contract transactions		2,465		54,505		773,130		756,944		1,407,328		(9,266)
Total increase (decrease) in net assets		21,056		38,034		1,161,641		779,642		1,479,570		(35,577)
NET ASSETS:
Beginning of period		66,778		28,744		1,746,571		966,929		146,303		181,880
End of period	$	87,834	$	66,778	$	2,908,212	$	1,746,571	$	1,625,873	$	146,303
CHANGES IN UNITS OUTSTANDING:
Units issued		25,393		9,436		367,172		133,279		227,375		7,325
Units redeemed		(23,953)		(4,547)		(240,433)		(82,011)		(71,193)		(9,332)
Net increase (decrease)		1,440		4,889		126,739		51,268		156,182		(2,007)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	AMERICAN FUNDS IS NEW  WORLD FUND				COLUMBIA VARIABLE PORTFOLIO- SMALL CAP VALUE FUND				DAVIS FINANCIAL PORTFOLIO
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	540	$	540	$	372	$	243	$	684	$	436
Net realized gain (loss)		(1,585)		19,518		8,205		(2,533)		27		1,560
Change in net unrealized appreciation (depreciation) on investments		11,630		(29,685)		6,655		(2,751)		4,705		(6,836)
Increase (decrease) in net assets resulting from operations		10,585		(9,627)		15,232		(5,041)		5,416		(4,840)
CONTRACT TRANSACTIONS:
Purchase payments received		254,252		1,200		537		9,206		4,430		857
Transfers for contract benefits and terminations		(8,988)		(96,531)		(2,076)		(1,338)		(4,826)		(32,540)
Net transfers		9,906		(69,992)		203,059		(19,236)		(19,084)		11,472
Contract maintenance charges		(61)		(96)		(63)		(40)		(40)		(56)
Other, net
Increase (decrease) in net assets resulting from contract transactions		255,109		(165,419)		201,457		(11,408)		(19,520)		(20,267)
Total increase (decrease) in net assets		265,694		(175,046)		216,689		(16,449)		(14,104)		(25,107)
NET ASSETS:
Beginning of period		41,343		216,389		6,295		22,744		44,104		69,211
End of period	$	307,037	$	41,343	$	222,984	$	6,295	$	30,000	$	44,104
CHANGES IN UNITS OUTSTANDING:
Units issued		20,825		6,836		31,203		1,445		5,458		7,331
Units redeemed		(5,522)		(17,028)		(18,235)		(2,460)		(7,451)		(9,396)
Net increase (decrease)		15,303		(10,192)		12,968		(1,015)		(1,993)		(2,065)

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

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2012 AND 2011

	INVESTMENT DIVISIONS
	DAVIS VALUE PORTFOLIO				DREYFUS IP MIDCAP  STOCK PORTFOLIO				DREYFUS IP TECHNOLOGY  GROWTH PORTFOLIO
	2012		2011		2012		2011		2012		2011
					(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	3,864	$	621	$	282	$	197	$	(108)	$	(483)
Net realized gain		20,414		27,162		26,720		1,278		9,130		104,144
Change in net unrealized appreciation (depreciation) on investments		5,220		(54,706)		(23,625)		(1,927)		1,087		(88,007)
Increase (decrease) in net assets resulting from operations		29,498		(26,923)		3,377		(452)		10,109		15,654
CONTRACT TRANSACTIONS:
Purchase payments received		10,174		29,560		1				1
Transfers for contract benefits and terminations		(7,696)		(98,303)		(1,031)		(2,312)		(7,491)		(56,399)
Net transfers		69,527		47,841		(75,602)		23,006		(49,676)		(303,032)
Contract maintenance charges		(182)		(318)		(34)		(77)		(59)		(106)
Other, net
Increase (decrease) in net assets resulting from contract transactions		71,823		(21,220)		(76,666)		20,617		(57,225)		(359,537)
Total increase (decrease) in net assets		101,321		(48,143)		(73,289)		20,165		(47,116)		(343,883)
NET ASSETS:
Beginning of period		170,807		218,950		73,289		53,124		89,191		433,074
End of period	$	272,128	$	170,807	$	0	$	73,289	$	42,075	$	89,191
CHANGES IN UNITS OUTSTANDING:
Units issued		31,238		7,614		186		1,835		3,481		8,155
Units redeemed		(25,432)		(11,113)		(6,183)		(191)		(7,014)		(28,835)
Net increase (decrease)		5,806		(3,499)		(5,997)		1,644		(3,533)		(20,680)

(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, 2012 AND 2011

	INVESTMENT DIVISIONS
	DREYFUS STOCK INDEX FUND				DREYFUS VIF  APPRECIATION PORTFOLIO				DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	75,130	$	69,690	$	21,620	$	8,384	$	217	$	1,897
Net realized gain (loss)		775,698		(199,896)		3,083		5,119		20,247		1,779
Change in net unrealized appreciation on investments		(183,131)		277,575		34,779		36,237		1,015		(19,523)
Increase (decrease) in net assets resulting from operations		667,697		147,369		59,482		49,740		21,479		(15,847)
CONTRACT TRANSACTIONS:
Purchase payments received		204,464		166,923		1				1,367		2,397
Transfers for contract benefits and terminations		(728,803)		(260,855)		(6,767)		(6,075)		(3,110)		(3,335)
Net transfers		(563,962)		(1,015,173)		510		(37,337)		(68,640)		24,429
Contract maintenance charges		(4,113)		(4,395)		(452)		(451)		(92)		(115)
Other, net		155
Increase (decrease) in net assets resulting from contract transactions		(1,092,259)		(1,113,500)		(6,708)		(43,863)		(70,475)		23,376
Total increase (decrease) in net assets		(424,562)		(966,131)		52,774		5,877		(48,996)		7,529
NET ASSETS:
Beginning of period		4,294,890		5,261,021		585,600		579,723		88,046		80,517
End of period	$	3,870,328	$	4,294,890	$	638,374	$	585,600	$	39,050	$	88,046
CHANGES IN UNITS OUTSTANDING:
Units issued		487,877		91,732		10,040		1		5,973		2,317
Units redeemed		(535,664)		(181,438)		(41,936)		(3,206)		(11,516)		(582)
Net increase (decrease)		(47,787)		(89,706)		(31,896)		(3,205)		(5,543)		1,735

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	DWS DREMAN SMALL MID CAP VALUE VIP				DWS GLOBAL SMALL CAP GROWTH VIP				DWS HIGH INCOME VIP
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	12,627	$	7,805	$	347	$	3,825	$	(2)	$	695
Net realized gain (loss)		74,017		137,644		(1,321)		75,292		24		817
Change in net unrealized appreciation (depreciation) on investments		72,643		(179,262)		15,798		(92,841)		1,558		(1,093)
Increase (decrease) in net assets resulting from operations		159,287		(33,813)		14,824		(13,724)		1,580		419
CONTRACT TRANSACTIONS:
Purchase payments received		36,587		17,252		(2)		5,879		29,850		630
Transfers for contract benefits and terminations		(35,681)		(31,445)		(8,513)		(122,737)		(1,901)		(3,758)
Net transfers		124,639		261,703		(151,034)		(167,306)		22,592		(45,211)
Contract maintenance charges		(587)		(492)		(79)		(224)		(12)		(45)
Other, net
Increase (decrease) in net assets resulting from contract transactions		124,958		247,018		(159,628)		(284,388)		50,529		(48,384)
Total increase (decrease) in net assets		284,245		213,205		(144,804)		(298,112)		52,109		(47,965)
NET ASSETS:
Beginning of period		1,178,920		965,715		215,819		513,931		4,807		52,772
End of period	$	1,463,165	$	1,178,920	$	71,015	$	215,819	$	56,916	$	4,807
CHANGES IN UNITS OUTSTANDING:
Units issued		127,573		79,472		6,316		24,139		4,075		87
Units redeemed		(136,750)		(54,068)		(18,114)		(42,898)		(540)		(4,224)
Net increase (decrease)		(9,177)		25,404		(11,798)		(18,759)		3,535		(4,137)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	DWS LARGE CAP VALUE VIP				DWS SMALL CAP INDEX VIP				FEDERATED HIGH INCOME  BOND FUND II
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	2,823	$	5,149	$	472	$	363	$	3,142	$	3,782
Net realized gain (loss)		4,329		60,859		14,761		(11,427)		237		2,241
Change in net unrealized appreciation (depreciation) on investments		13,527		(53,586)		18,161		(22,793)		2,501		(3,846)
Increase (decrease) in net assets resulting from operations		20,679		12,422		33,394		(33,857)		5,880		2,177
CONTRACT TRANSACTIONS:
Purchase payments received		16,485		16,485		31,835		2,514
Transfers for contract benefits and terminations		(16,726)		(173,101)		(10,649)		(35,577)		(581)		(502)
Net transfers		(294,899)		61,730		(6,824)		153,224				(6,209)
Contract maintenance charges		(149)		(207)		(151)		(179)		(77)		(75)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(295,289)		(95,093)		14,211		119,982		(658)		(6,786)
Total increase (decrease) in net assets		(274,610)		(82,671)		47,605		86,125		5,222		(4,609)
NET ASSETS:
Beginning of period		446,942		529,613		200,535		114,410		40,860		45,469
End of period	$	172,332	$	446,942	$	248,140	$	200,535	$	46,082	$	40,860
CHANGES IN UNITS OUTSTANDING:
Units issued		44,385		66,482		33,941		54,633		1,992		60
Units redeemed		(74,551)		(75,637)		(36,284)		(44,727)		(2,596)		(494)
Net increase (decrease)		(30,166)		(9,155)		(2,343)		9,906		(604)		(434)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	FEDERATED KAUFMANN FUND II				FIDELITY VIP  CONTRAFUND PORTFOLIO				FIDELITY VIP GROWTH PORTFOLIO
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(65)	$	310	$	20,600	$	7,145	$	1,029	$	(1,076)
Net realized gain		3,355		68		235,753		195,389		173,560		189,584
Change in net unrealized appreciation (depreciation) on investments		2,368		(6,207)		(1,490)		(298,259)		(29,902)		(173,657)
Increase (decrease) in net assets resulting from operations		5,658		(5,829)		254,863		(95,725)		144,687		14,851
CONTRACT TRANSACTIONS:
Purchase payments received		1				1,226,127		193,604				1
Transfers for contract benefits and terminations		(1,213)		(1,226)		(85,996)		(349,540)		(13,209)		(15,515)
Net transfers		(2,764)		(1,306)		265,039		(156,510)		(315,408)		94,715
Contract maintenance charges		(67)		(68)		(1,334)		(1,841)		(845)		(1,041)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(4,043)		(2,600)		1,403,836		(314,287)		(329,462)		78,160
Total increase (decrease) in net assets		1,615		(8,429)		1,658,699		(410,012)		(184,775)		93,011
NET ASSETS:
Beginning of period		31,425		39,854		1,733,074		2,143,086		1,044,173		951,162
End of period	$	33,040	$	31,425	$	3,391,773	$	1,733,074	$	859,398	$	1,044,173
CHANGES IN UNITS OUTSTANDING:
Units issued		5,687		780		293,303		52,152		116,177		40,056
Units redeemed		(6,025)		(1,084)		(220,654)		(69,044)		(123,958)		(31,944)
Net increase (decrease)		(338)		(304)		72,649		(16,892)		(7,781)		8,112

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	FIDELITY VIP INVESTMENT  GRADE BOND PORTFOLIO				FIDELITY VIP MID CAP PORTFOLIO				GREAT-WEST AGGRESSIVE  PROFILE I FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	11,978	$	17,083	$	1,226	$	(10,690)	$	2,827	$	5,718
Net realized gain		21,631		32,820		819,119		188,325		82,086		138,730
Change in net unrealized appreciation (depreciation) on investments		(4,775)		(8,242)		(474,880)		(603,216)		41,930		(189,630)
Increase (decrease) in net assets resulting from operations		28,834		41,661		345,465		(425,581)		126,843		(45,182)
CONTRACT TRANSACTIONS:
Purchase payments received		3		515		95,108		196,872		35,185		141,283
Transfers for contract benefits and terminations		(12,642)		(13,711)		(350,436)		(444,190)		(16,576)		(25,835)
Net transfers		(16,391)		(81,439)		(1,514,519)		(188,981)		(632,121)		(57,058)
Contract maintenance charges		(322)		(365)		(1,722)		(2,931)		(706)		(809)
Other, net		236
Increase (decrease) in net assets resulting from contract transactions		(29,116)		(95,000)		(1,771,569)		(439,230)		(614,218)		57,581
Total increase (decrease) in net assets		(282)		(53,339)		(1,426,104)		(864,811)		(487,375)		12,399
NET ASSETS:
Beginning of period		613,009		666,348		3,104,171		3,968,982		889,138		876,739
End of period	$	612,727	$	613,009	$	1,678,067	$	3,104,171	$	401,763	$	889,138
CHANGES IN UNITS OUTSTANDING:
Units issued		61,316		35,632		89,659		83,535		114,754		47,969
Units redeemed		(73,929)		(42,707)		(228,881)		(105,968)		(158,294)		(40,304)
Net increase (decrease)		(12,613)		(7,075)		(139,222)		(22,433)		(43,540)		7,665

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	GREAT-WEST ARIEL MIDCAP  VALUE FUND				GREAT-WEST ARIEL  SMALL-CAP VALUE FUND				GREAT-WEST CONSERVATIVE PROFILE I FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	2,739	$	466	$	3,020	$	(2,376)	$	10,660	$	8,192
Net realized gain (loss)		55,806		75,923		7,936		193,549		(24,414)		8,945
Change in net unrealized appreciation (depreciation) on investments		(5,065)		(91,533)		133,205		(360,577)		56,470		(14,655)
Increase (decrease) in net assets resulting from operations		53,480		(15,144)		144,161		(169,404)		42,716		2,482
CONTRACT TRANSACTIONS:
Purchase payments received		2,749		3,000		1,100		2,389		41,533		63,728
Transfers for contract benefits and terminations		(4,671)		(4,397)		(10,565)		(20,139)		(13,800)		(14,802)
Net transfers		(23,745)		(14,524)		(9,068)		15,855		(103,847)		19,276
Contract maintenance charges		(470)		(469)		(928)		(963)		(530)		(529)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(26,137)		(16,390)		(19,461)		(2,858)		(76,644)		67,673
Total increase (decrease) in net assets		27,343		(31,534)		124,700		(172,262)		(33,928)		70,155
NET ASSETS:
Beginning of period		249,781		281,315		729,963		902,225		474,978		404,823
End of period	$	277,124	$	249,781	$	854,663	$	729,963	$	441,050	$	474,978
CHANGES IN UNITS OUTSTANDING:
Units issued		17,347		6,279		50,758		53,986		54,069		17,948
Units redeemed		(27,531)		(7,226)		(68,977)		(60,012)		(62,031)		(13,349)
Net increase (decrease)		(10,184)		(947)		(18,219)		(6,026)		(7,962)		4,599

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	GREAT-WEST INVESCO ADR FUND				GREAT-WEST JANUS LARGE  CAP GROWTH FUND				GREAT-WEST LIFETIME 2015 FUND II CLASS T
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	22,316	$	12,210	$	62	$	(189)	$	433	$	2,771
Net realized gain (loss)		(32,372)		14,309		2,238		12,001		8,218		2,180
Change in net unrealized appreciation (depreciation) on investments		60,501		(146,111)		19,291		(18,763)		(1,370)		(3,952)
Increase (decrease) in net assets resulting from operations		50,445		(119,592)		21,591		(6,951)		7,281		999
CONTRACT TRANSACTIONS:
Purchase payments received		18,996		22,235		22,433		23,257		442		17,789
Transfers for contract benefits and terminations		(7,988)		(19,047)		(5,135)		(3,307)		(810)		(2,241)
Net transfers		(354,352)		170,545		(23,442)		3,580		(78,342)		(16,598)
Contract maintenance charges		(270)		(629)		(138)		(91)		(52)		(65)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(343,614)		173,104		(6,282)		23,439		(78,762)		(1,115)
Total increase (decrease) in net assets		(293,169)		53,512		15,309		16,488		(71,481)		(116)
NET ASSETS:
Beginning of period		504,875		451,363		67,881		51,393		72,958		73,074
End of period	$	211,706	$	504,875	$	83,190	$	67,881	$	1,477	$	72,958
CHANGES IN UNITS OUTSTANDING:
Units issued		27,394		56,721		15,569		6,088		7,093		7,125
Units redeemed		(58,278)		(44,033)		(15,514)		(4,410)		(13,249)		(7,222)
Net increase (decrease)		(30,884)		12,688		55		1,678		(6,156)		(97)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	GREAT-WEST LIFETIME 2025 FUND II CLASS T				GREAT-WEST LIFETIME 2045 FUND II CLASS T				GREAT-WEST LOOMIS SAYLES  BOND FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,479	$	1,655	$	30	$	72	$	173,688	$	147,182
Net realized gain (loss)		5,773		676		(36)		629		306,373		132,602
Change in net unrealized appreciation (depreciation) on investments		4,380		(3,172)		363		(1,731)		(42,566)		(174,561)
Increase (decrease) in net assets resulting from operations		11,632		(841)		357		(1,030)		437,495		105,223
CONTRACT TRANSACTIONS:
Purchase payments received		18,567		15,170		729		3,852		114,828		146,803
Transfers for contract benefits and terminations		(3,854)		(2,101)		(129)		(572)		(54,500)		(83,494)
Net transfers		(659)		21,980		(939)		(13,967)		929,704		(192,376)
Contract maintenance charges		(126)		(55)		(3)		(18)		(3,326)		(2,582)
Other, net
Increase (decrease) in net assets resulting from contract transactions		13,928		34,994		(342)		(10,705)		986,706		(131,649)
Total increase (decrease) in net assets		25,560		34,153		15		(11,735)		1,424,201		(26,426)
NET ASSETS:
Beginning of period		49,051		14,898		2,377		14,112		2,570,884		2,597,310
End of period	$	74,611	$	49,051	$	2,392	$	2,377	$	3,995,085	$	2,570,884
CHANGES IN UNITS OUTSTANDING:
Units issued		19,906		3,156		255		315		267,659		24,026
Units redeemed		(18,493)		(183)		(284)		(1,284)		(278,582)		(33,909)
Net increase (decrease)		1,413		2,973		(29)		(969)		(10,923)		(9,883)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	GREAT-WEST LOOMIS SAYLES SMALL- CAP VALUE FUND				GREAT-WEST MFS  INTERNATIONAL VALUE FUND				GREAT-WEST MODERATE PROFILE  I FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	4,702	$	(840)	$	5,686	$	2,442	$	5,669	$	7,426
Net realized gain (loss)		45,680		15,960		7,545		5,450		(12,831)		85,358
Change in net unrealized appreciation (depreciation) on investments		72,566		(62,641)		34,884		(3,987)		61,270		(102,498)
Increase (decrease) in net assets resulting from operations		122,948		(47,521)		48,115		3,905		54,108		(9,714)
CONTRACT TRANSACTIONS:
Purchase payments received		2,137		1,536		(1)		1,188		15,894		145,052
Transfers for contract benefits and terminations		(28,334)		(52,074)		(4,536)		(10,902)		(10,652)		(28,214)
Net transfers		(113,050)		85,096		564,616		135,430		(508,510)		(241,742)
Contract maintenance charges		(333)		(399)		(130)		(28)		(468)		(987)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(139,580)		34,159		559,949		125,688		(503,736)		(125,891)
Total increase (decrease) in net assets		(16,632)		(13,362)		608,064		129,593		(449,628)		(135,605)
NET ASSETS:
Beginning of period		826,671		840,033		157,017		27,424		662,913		798,518
End of period	$	810,039	$	826,671	$	765,081	$	157,017	$	213,285	$	662,913
CHANGES IN UNITS OUTSTANDING:
Units issued		37,837		36,215		148,518		44,092		86,840		41,200
Units redeemed		(62,889)		(35,009)		(72,517)		(23,823)		(121,002)		(43,110)
Net increase (decrease)		(25,052)		1,206		76,001		20,269		(34,162)		(1,910)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	GREAT-WEST MODERATELY AGGRESSIVE  PROFILE I FUND				GREAT-WEST  MODERATELY CONSERVATIVE PROFILE I FUND				GREAT-WEST MONEY MARKET FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	3,053	$	6,958	$	8,282	$	10,748	$	(23,042)	$	(27,262)
Net realized gain (loss)		(8,035)		60,130		(26,493)		25,769
Change in net unrealized appreciation (depreciation) on investments		68,369		(84,911)		84,568		(39,518)
Increase (decrease) in net assets resulting from operations		63,387		(17,823)		66,357		(3,001)		(23,042)		(27,262)
CONTRACT TRANSACTIONS:
Purchase payments received		20,318		126,850		20,312		80,807		2,036,837		1,735,710
Transfers for contract benefits and terminations		(11,382)		(25,181)		(12,926)		(22,110)		(396,731)		(655,579)
Net transfers		(557,932)		13,737		(643,238)		64,411		(1,168,963)		231,110
Contract maintenance charges		(565)		(718)		(602)		(643)		(10,566)		(9,663)
Other, net										468
Increase (decrease) in net assets resulting from contract transactions		(549,561)		114,688		(636,454)		122,465		461,045		1,301,578
Total increase (decrease) in net assets		(486,174)		96,865		(570,097)		119,464		438,003		1,274,316
NET ASSETS:
Beginning of period		671,984		575,119		794,714		675,250		9,286,540		8,012,224
End of period	$	185,810	$	671,984	$	224,617	$	794,714	$	9,724,543	$	9,286,540
CHANGES IN UNITS OUTSTANDING:
Units issued		42,824		45,989		54,623		57,179		1,297,616		489,147
Units redeemed		(81,260)		(33,395)		(99,102)		(42,954)		(1,343,008)		(374,097)
Net increase (decrease)		(38,436)		12,594		(44,479)		14,225		(45,392)		115,050

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	GREAT-WEST SHORT DURATION  BOND FUND				GREAT-WEST SMALL-CAP  GROWTH FUND				GREAT-WEST T. ROWE PRICE EQUITY/INCOME FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	132,781	$	127,584	$	(154)	$	(990)	$	15,162	$	11,265
Net realized gain		63,966		8,281		14,326		268,359		56,114		66,961
Change in net unrealized appreciation on investments		77,783		(10,337)		(4,698)		(123,980)		48,893		(83,195)
Increase (decrease) in net assets resulting from operations		274,530		125,528		9,474		143,389		120,169		(4,969)
CONTRACT TRANSACTIONS:
Purchase payments received		215,952		215,952				1		28,331		17,969
Transfers for contract benefits and terminations		(151,783)		(130,451)		(761)		(5,570)		(14,466)		(20,120)
Net transfers		28,355		3,548,070		(34,228)		(1,331,227)		(15,573)		122,198
Contract maintenance charges		(1,851)		(1,393)		(138)		(398)		(595)		(746)
Other, net
Increase (decrease) in net assets resulting from contract transactions		90,673		3,632,178		(35,127)		(1,337,194)		(2,303)		119,301
Total increase (decrease) in net assets		365,203		3,757,706		(25,653)		(1,193,805)		117,866		114,332
NET ASSETS:
Beginning of period		6,225,679		2,467,973		62,162		1,255,967		709,737		595,405
End of period	$	6,590,882	$	6,225,679	$	36,509	$	62,162	$	827,603	$	709,737
CHANGES IN UNITS OUTSTANDING:
Units issued		595,455		309,594		16,209		2,123		95,383		43,052
Units redeemed		(596,218)		(11,417)		(17,371)		(105,316)		(106,198)		(30,837)
Net increase (decrease)		(763)		298,177		(1,162)		(103,193)		(10,815)		12,215

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	GREAT-WEST T. ROWE PRICE MIDCAP GROWTH FUND				GREAT-WEST TEMPLETON GLOBAL BOND FUND				GREAT-WEST U.S.  GOVERNMENT MORTGAGE SECURITIES FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	17,635	$	25,242	$	17,613	$	8,030	$	107,245	$	104,061
Net realized gain		144,530		210,530		7,830		3,253		83,689		51,763
Change in net unrealized appreciation (depreciation) on investments		223,993		(474,378)		14,791		(14,561)		(82,193)		21,932
Increase (decrease) in net assets resulting from operations		386,158		(238,606)		40,234		(3,278)		108,741		177,756
CONTRACT TRANSACTIONS:
Purchase payments received		437,630		25,356		2,277,061		14,635		5,638		30,581
Transfers for contract benefits and terminations		(102,018)		(58,480)		(50,770)		(4,730)		(37,299)		(59,526)
Net transfers		1,039,018		2,252,342		202,427		36,775		520,602		(105,163)
Contract maintenance charges		(1,977)		(1,061)		(319)		(143)		(1,163)		(957)
Other, net										195
Increase (decrease) in net assets resulting from contract transactions		1,372,653		2,218,157		2,428,399		46,537		487,973		(135,065)
Total increase in net assets		1,758,811		1,979,551		2,468,633		43,259		596,714		42,691
NET ASSETS:
Beginning of period		2,269,663		290,112		173,159		129,900		3,433,778		3,391,087
End of period	$	4,028,474	$	2,269,663	$	2,641,792	$	173,159	$	4,030,492	$	3,433,778
CHANGES IN UNITS OUTSTANDING:
Units issued		323,319		140,294		204,512		5,718		273,046		49,362
Units redeemed		(269,004)		(11,159)		(30,752)		(1,935)		(320,008)		(55,463)
Net increase (decrease)		54,315		129,135		173,760		3,783		(46,962)		(6,101)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	INVESCO V.I. CORE EQUITY FUND				INVESCO V.I. DIVERSIFIED DIVIDEND FUND				INVESCO V.I. GLOBAL HEALTH CARE FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	6,043	$	13,719	$	49	$	(4)	$	(239)	$	(498)
Net realized gain (loss)		9,282		35,256		1,251		87		31,728		(23,556)
Change in net unrealized appreciation (depreciation) on investments		77,063		(123,927)		48		(184)		(4,773)		30,994
Increase (decrease) in net assets resulting from operations		92,388		(74,952)		1,348		(101)		26,716		6,940
CONTRACT TRANSACTIONS:
Purchase payments received		2		300		1		2		1,101		1,201
Transfers for contract benefits and terminations		(11,102)		(20,749)		(370)		(206)		(8,817)		(51,731)
Net transfers		(4,060)		(892,557)		(4,341)		(220)		(43,668)		3,212
Contract maintenance charges		(615)		(823)		(21)		(14)		(182)		(199)
Other, net		136
Decrease in net assets resulting from contract transactions		(15,639)		(913,829)		(4,731)		(438)		(51,566)		(47,517)
Total increase (decrease) in net assets		76,749		(988,781)		(3,383)		(539)		(24,850)		(40,577)
NET ASSETS:
Beginning of period		653,565		1,642,346		6,439		6,978		160,408		200,985
End of period	$	730,314	$	653,565	$	3,056	$	6,439	$	135,558	$	160,408
CHANGES IN UNITS OUTSTANDING:
Units issued		59,751		98,521		10,903		252		12,532		9,554
Units redeemed		(60,553)		(176,397)		(11,698)		(323)		(17,191)		(12,605)
Net decrease		(802)		(77,876)		(795)		(71)		(4,659)		(3,051)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	INVESCO V.I. GLOBAL REAL ESTATE FUND				INVESCO V.I. INTERNATIONAL GROWTH FUND				INVESCO V.I. MID CAP CORE EQUITY FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	318	$	2,322	$	7,168	$	9,753	$	(257)	$	(95)
Net realized gain (loss)		(927)		4,755		89,286		(13,523)		9,028		(6,745)
Change in net unrealized appreciation (depreciation) on investments		19,250		(13,535)		46,083		(48,574)		12,179		5,084
Increase (decrease) in net assets resulting from operations		18,641		(6,458)		142,537		(52,344)		20,950		(1,756)
CONTRACT TRANSACTIONS:
Purchase payments received		381,551		8,930		37,641		29,451		37,583		19,198
Transfers for contract benefits and terminations		(9,943)		(23,077)		(185,729)		(59,662)		(4,160)		(1,783)
Net transfers		29,701		(11,515)		269,429		(106,470)		2,413		156,952
Contract maintenance charges		(87)		(100)		(809)		(786)		(80)		(56)
Other, net
Increase (decrease) in net assets resulting from contract transactions		401,222		(25,762)		120,532		(137,467)		35,756		174,311
Total increase (decrease) in net assets		419,863		(32,220)		263,069		(189,811)		56,706		172,555
NET ASSETS:
Beginning of period		58,088		90,308		726,137		915,948		183,777		11,222
End of period	$	477,951	$	58,088	$	989,206	$	726,137	$	240,483	$	183,777
CHANGES IN UNITS OUTSTANDING:
Units issued		22,172		10,268		168,850		4,218		23,564		21,327
Units redeemed		(14,318)		(14,089)		(158,015)		(15,959)		(21,255)		(8,488)
Net increase (decrease)		7,854		(3,821)		10,835		(11,741)		2,309		12,839

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

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2012 AND 2011

	INVESTMENT DIVISIONS
	INVESCO V.I. TECHNOLOGY FUND				JANUS ASPEN BALANCED PORTFOLIO				JANUS ASPEN FLEXIBLE  BOND PORTFOLIO
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(136)	$	(44)	$	15,843	$	9,750	$	212,919	$	381,893
Net realized gain		10,130		4,786		22,262		57,536		107,315		119,762
Change in net unrealized appreciation (depreciation) on investments		(2,847)		(8,481)		21,998		(62,005)		132,302		(170,726)
Increase (decrease) in net assets resulting from operations		7,147		(3,739)		60,103		5,281		452,536		330,929
CONTRACT TRANSACTIONS:
Purchase payments received		(1)		(2)		128,732		12,576		232,071		221,689
Transfers for contract benefits and terminations		(2,509)		(2,011)		(38,578)		(39,491)		(78,865)		(68,763)
Net transfers		8,476		10,770		272,760		(58,516)		12,242		(95,624)
Contract maintenance charges		(137)		(118)		(632)		(674)		(997)		(916)
Other, net										185
Increase (decrease) in net assets resulting from contract transactions		5,829		8,639		362,282		(86,105)		164,636		56,386
Total increase (decrease) in net assets		12,976		4,900		422,385		(80,824)		617,172		387,315
NET ASSETS:
Beginning of period		63,543		58,643		350,478		431,302		5,560,789		5,173,474
End of period	$	76,519	$	63,543	$	772,863	$	350,478	$	6,177,961	$	5,560,789
CHANGES IN UNITS OUTSTANDING:
Units issued		11,638		1,864		62,633		20,646		440,925		13,218
Units redeemed		(10,689)		(1,207)		(43,346)		(26,665)		(492,927)		(12,652)
Net increase (decrease)		949		657		19,287		(6,019)		(52,002)		566

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	JANUS ASPEN FORTY PORTFOLIO				JANUS ASPEN GLOBAL  TECHNOLOGY PORTFOLIO				JANUS ASPEN OVERSEAS PORTFOLIO
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	10,166	$	(835)	$	(178)	$	(257)	$	13,440	$	7,161
Net realized gain		313,362		308,525		7,200		7,267		140,519		56,769
Change in net unrealized appreciation (depreciation) on investments		(10,001)		(394,936)		4,722		(14,033)		159,885		(1,457,679)
Increase (decrease) in net assets resulting from operations		313,527		(87,246)		11,744		(7,023)		313,844		(1,393,749)
CONTRACT TRANSACTIONS:
Purchase payments received		71,448		139,928				(1)		20,594		85,668
Transfers for contract benefits and terminations		(60,530)		(305,420)		(10,669)		(11,729)		(101,404)		(294,568)
Net transfers		(691,124)		(2,407,654)		(19,624)		20,640		(382,616)		(169,447)
Contract maintenance charges		(1,648)		(2,253)		(65)		(81)		(2,456)		(3,412)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(681,854)		(2,575,399)		(30,358)		8,829		(465,882)		(381,759)
Total increase (decrease) in net assets		(368,327)		(2,662,645)		(18,614)		1,806		(152,038)		(1,775,508)
NET ASSETS:
Beginning of period		1,776,679		4,439,324		72,542		70,736		2,799,960		4,575,468
End of period	$	1,408,352	$	1,776,679	$	53,928	$	72,542	$	2,647,922	$	2,799,960
CHANGES IN UNITS OUTSTANDING:
Units issued		141,799		37,105		5,071		4,809		146,325		61,067
Units redeemed		(193,186)		(201,828)		(7,350)		(5,253)		(303,561)		(88,729)
Net decrease		(51,387)		(164,723)		(2,279)		(444)		(157,236)		(27,662)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	JANUS ASPEN  WORLDWIDE PORTFOLIO				NEUBERGER BERMAN AMT  GUARDIAN PORTFOLIO				NEUBERGER BERMAN AMT  LARGE CAP VALUE PORTFOLIO
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	1,342	$	1,606	$	1,651	$	3,474	$	3,412	$	(3,661)
Net realized gain		21,043		52,385		23,577		84,830		12,902		13,116
Change in net unrealized appreciation (depreciation) on investments		46,569		(106,288)		171,440		(105,586)		195,671		(185,691)
Increase (decrease) in net assets resulting from operations		68,954		(52,297)		196,668		(17,282)		211,985		(176,236)
CONTRACT TRANSACTIONS:
Purchase payments received				2		(1)		(1)		3		320
Transfers for contract benefits and terminations		(4,838)		(9,778)		(52,766)		(50,365)		(46,182)		(45,638)
Net transfers		(215,726)		(44,036)		(7,789)		(477,879)				12,481
Contract maintenance charges		(248)		(582)		(1,382)		(1,453)		(602)		(638)
Other, net										146
Decrease in net assets resulting from contract transactions		(220,812)		(54,394)		(61,938)		(529,698)		(46,635)		(33,475)
Total increase (decrease) in net assets		(151,858)		(106,691)		134,730		(546,980)		165,350		(209,711)
NET ASSETS:
Beginning of period		405,976		512,667		1,588,678		2,135,658		1,317,881		1,527,592
End of period	$	254,118	$	405,976	$	1,723,408	$	1,588,678	$	1,483,231	$	1,317,881
CHANGES IN UNITS OUTSTANDING:
Units issued		48,176		15,858		112,366		1,403		97,150		1,134
Units redeemed		(55,082)		(19,226)		(131,061)		(40,260)		(121,791)		(4,157)
Net decrease		(6,906)		(3,368)		(18,695)		(38,857)		(24,641)		(3,023)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO				NEUBERGER BERMAN AMT MID CAP PORTFOLIO				NEUBERGER BERMAN AMT  SMALL CAP GROWTH PORTFOLIO
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	3,527	$	2,894	$	(579)	$	(787)	$	(92)	$	(567)
Net realized gain (loss)		218,813		(9,294)		31,174		26,996		2,670		33,706
Change in net unrealized appreciation (depreciation) on investments		(100,974)		(59,927)		1,575		(19,526)		3,462		(53,497)
Increase (decrease) in net assets resulting from operations		121,366		(66,327)		32,170		6,683		6,040		(20,358)
CONTRACT TRANSACTIONS:
Purchase payments received		387,980		5,295						(83)		17,011
Transfers for contract benefits and terminations		(34,696)		(71,844)		(4,056)		(4,383)		(1,078)		(106,334)
Net transfers		1,569		10,610		(57,697)		(14,947)		(12,477)		(44,509)
Contract maintenance charges		(409)		(500)		(469)		(479)		(62)		(303)
Other, net
Increase (decrease) in net assets resulting from contract transactions		354,444		(56,439)		(62,222)		(19,809)		(13,700)		(134,135)
Total increase (decrease) in net assets		475,810		(122,766)		(30,052)		(13,126)		(7,660)		(154,493)
NET ASSETS:
Beginning of period		760,727		883,493		293,046		306,172		44,850		199,343
End of period	$	1,236,537	$	760,727	$	262,994	$	293,046	$	37,190	$	44,850
CHANGES IN UNITS OUTSTANDING:
Units issued		95,435		7,162		25,284		5,309		23,554		7,424
Units redeemed		(81,188)		(13,648)		(23,681)		(6,206)		(25,019)		(22,194)
Net increase (decrease)		14,247		(6,486)		1,603		(897)		(1,465)		(14,770)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	NEUBERGER BERMAN AMT  SOCIALLY RESPONSIVE PORTFOLIO				PIMCO VIT HIGH YIELD PORTFOLIO				PIMCO VIT LOW  DURATION PORTFOLIO
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	5	$	28	$	15,408	$	13,884	$	69,055	$	38,023
Net realized gain		2,427		6,602		5,273		11,227		95,892		26,768
Change in net unrealized appreciation (depreciation) on investments		2,563		(7,690)		10,530		(19,792)		33,608		(43,678)
Increase (decrease) in net assets resulting from operations		4,995		(1,060)		31,211		5,319		198,555		21,113
CONTRACT TRANSACTIONS:
Purchase payments received		1,651		1,921		20,635		24,031		1,803,573		304,948
Transfers for contract benefits and terminations		(812)		(2,812)		(11,301)		(26,231)		(657,196)		(343,874)
Net transfers		(3,600)		4,021		208,676		(8,411)		2,897,035		355,961
Contract maintenance charges		(45)		(46)		(265)		(164)		(3,371)		(2,106)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(2,806)		3,084		217,745		(10,775)		4,040,041		314,929
Total increase (decrease) in net assets		2,189		2,024		248,956		(5,456)		4,238,596		336,042
NET ASSETS:
Beginning of period		29,344		27,320		205,945		211,401		2,905,325		2,569,283
End of period	$	31,533	$	29,344	$	454,901	$	205,945	$	7,143,921	$	2,905,325
CHANGES IN UNITS OUTSTANDING:
Units issued		8,438		1,904		152,342		17,368		871,033		71,354
Units redeemed		(8,957)		(1,622)		(141,479)		(18,165)		(598,383)		(47,667)
Net increase (decrease)		(519)		282		10,863		(797)		272,650		23,687

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	PIMCO VIT REAL RETURN PORTFOLIO				PIMCO VIT TOTAL RETURN PORTFOLIO				PUTNAM VT EQUITY INCOME FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	16,013	$	28,373	$	122,853	$	103,620	$	3,436	$	2,746
Net realized gain		245,084		110,956		259,901		113,246		3,158		5,957
Change in net unrealized appreciation (depreciation) on investments		(114,221)		28,315		74,367		(75,305)		18,789		(7,014)
Increase in net assets resulting from operations		146,876		167,644		457,121		141,561		25,383		1,689
CONTRACT TRANSACTIONS:
Purchase payments received		49,113		42,526		2,645,390		98,926		20,119		4,933
Transfers for contract benefits and terminations		(462,937)		(104,815)		(122,217)		(132,371)		(4,392)		(27,685)
Net transfers		(239,569)		124,539		845,083		219,256		29,993		(11,850)
Contract maintenance charges		(1,586)		(1,630)		(1,793)		(1,402)		(182)		(192)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(654,979)		60,620		3,366,463		184,409		45,538		(34,794)
Total increase (decrease) in net assets		(508,103)		228,264		3,823,584		325,970		70,921		(33,105)
NET ASSETS:
Beginning of period		1,688,758		1,460,494		4,426,835		4,100,865		98,548		131,653
End of period	$	1,180,655	$	1,688,758	$	8,250,419	$	4,426,835	$	169,469	$	98,548
CHANGES IN UNITS OUTSTANDING:
Units issued		124,190		46,272		609,144		55,176		17,109		4,992
Units redeemed		(171,401)		(41,116)		(434,247)		(43,184)		(14,309)		(7,353)
Net increase (decrease)		(47,211)		5,156		174,897		11,992		2,800		(2,361)

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	PUTNAM VT GLOBAL HEALTH CARE FUND				PUTNAM VT HIGH YIELD FUND				PUTNAM VT INTERNATIONAL GROWTH FUND
	2012		2011		2012		2011		2012		2011
		(1)						(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(4)	$	594	$	3,896	$	(15)	$	379	$	426
Net realized gain (loss)		2,780		3,996		1,364		40		(466)		533
Change in net unrealized appreciation (depreciation) on investments		(1,426)		(4,932)		2,536		(142)		5,348		(5,042)
Increase (decrease) in net assets resulting from operations		1,350		(342)		7,796		(117)		5,261		(4,083)
CONTRACT TRANSACTIONS:
Purchase payments received				3,223		6,600		1		1,351		1,237
Transfers for contract benefits and terminations				(1,598)		(1,424)		(63)		(2,521)		(7,832)
Net transfers		(81,573)		(6,217)		55,974		5,122		(7,483)		16,759
Contract maintenance charges				(50)		(51)		(17)		(24)		(19)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(81,573)		(4,642)		61,099		5,043		(8,677)		10,145
Total increase (decrease) in net assets		(80,223)		(4,984)		68,895		4,926		(3,416)		6,062
NET ASSETS:
Beginning of period		80,223		85,207		4,926		0		26,812		20,750
End of period	$	0	$	80,223	$	73,821	$	4,926	$	23,396	$	26,812
CHANGES IN UNITS OUTSTANDING:
Units issued				1,273		13,674		1,262		1,928		2,073
Units redeemed		(8,221)		(1,671)		(9,899)		(941)		(2,498)		(1,346)
Net increase (decrease)		(8,221)		(398)		3,775		321		(570)		727

(1) For the period January 1, 2012 to October 12, 2012.

(2) For the period April 7, 2011 to December 31, 2011

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	ROYCE CAPITAL FUND - MICRO-CAP PORTFOLIO				ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO				VAN ECK VIP EMERGING MARKETS FUND
	2012		2011		2012		2011		2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(1,138)	$	15,634	$	(1,720 )	$	212	$	(54)	$	76
Net realized gain (loss)		38,716		132,927		276,438		(20,334)		26		36
Change in net unrealized appreciation (depreciation) on investments		9,881		(250,942)		(174,157)		(17,305)		4,334		(4,350)
Increase (decrease) in net assets resulting from operations		47,459		(102,381)		100,561		(37,427)		4,306		(4,238)
CONTRACT TRANSACTIONS:
Purchase payments received		60,928		72,327		643,910		15,616				1
Transfers for contract benefits and terminations		(22,669)		(195,221)		(275,997)		(83,518)		(275)		(336)
Net transfers		(282,445)		45,687		(483,969)		(138,154)		5,000		5,997
Contract maintenance charges		(320)		(557)		(766)		(1,019)		(2)		(3)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(244,506)		(77,764)		(116,822)		(207,075)		4,723		5,659
Total increase (decrease) in net assets		(197,047)		(180,145)		(16,261)		(244,502)		9,029		1,421
NET ASSETS:
Beginning of period		689,496		869,641		898,609		1,143,111		12,507		11,086
End of period	$	492,449	$	689,496	$	882,348	$	898,609	$	21,536	$	12,507
CHANGES IN UNITS OUTSTANDING:
Units issued		79,960		43,413		80,346		9,753		1,164		602
Units redeemed		(102,599)		(50,271)		(91,324)		(27,577)		(2,214)		(38)
Net increase (decrease)		(22,639)		(6,858)		(10,978)		(17,824)		(1,050)		564

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, 2012 AND 2011

	INVESTMENT DIVISIONS
	VAN ECK VIP GLOBAL HARD ASSETS FUND
	2012		2011
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	714	$	1,443
Net realized gain (loss)		(31,874)		31,100
Change in net unrealized appreciation (depreciation) on investments		49,352		(100,012)
Increase (decrease) in net assets resulting from operations		18,192		(67,469)
CONTRACT TRANSACTIONS:
Purchase payments received		9,405		20,684
Transfers for contract benefits and terminations		(10,791)		(60,579)
Net transfers		(178,385)		239,992
Contract maintenance charges		(185)		(311)
Other, net
Increase (decrease) in net assets resulting from contract transactions		(179,956)		199,786
Total increase (decrease) in net assets		(161,764)		132,317
NET ASSETS:
Beginning of period		335,208		202,891
End of period	$	173,444	$	335,208
CHANGES IN UNITS OUTSTANDING:
Units issued		7,929		49,081
Units redeemed		(35,252)		(39,481)
Net increase (decrease)		(27,323)		9,600

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, 2012

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. 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, 2012, the only investments of each of the Investment Divisions of the Series Account were in underlying registered investment companies 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.

Risk Factors

Investing in the Series Account may involve certain risks including, but not limited to, those described below.

Unforeseen developments in market conditions may result in the decline of prices of, and the income generated by, the securities held by the Investment Divisions. These events may have adverse effects on the Investment Divisions such as a decline in the value and liquidity of many securities held by the Investment Divisions, and a decrease in net asset value.

The Investment Divisions investing in stocks may involve larger price fluctuation and greater potential for loss than other types of investments. This may cause the Investment Divisions to be subject to larger short-term declines in value.

The Investment Divisions may have elements of risk due to concentrated investments in foreign issuers located in a specific country. Such concentrations may subject the Investment Divisions to additional risks resulting from future political or economic conditions and/or possible impositions of adverse foreign governmental laws or currency exchange restrictions. Investments in securities of non-U.S. issuers have unique risks not present in securities of U.S. issuers, such as greater price volatility and less liquidity.

The Series Account may have Investment Divisions that primarily invest in bonds. Fixed income securities are subject to credit risk, which is the possibility that a security could have its credit rating downgraded or that the issuer of the security could fail to make timely payments or default on payments of interest or principal. Additionally, fixed income securities are subject to interest rate risk, meaning the decline in the price of debt securities that accompanies a rise in interest rates. Bonds with longer maturities are subject to greater price fluctuations than bonds with shorter maturities.

The Investment Divisions may be invested in bonds which are rated below investment grade. These high yield bonds may be more susceptible than higher grade bonds to real or perceived adverse economic or industry conditions. The secondary market, on which high yield bonds are traded, may also be less liquid than the market for higher grade bonds.

The Investment Divisions may invest in securities of governmental agencies. Investments in securities of governmental agencies may only be guaranteed by the respective agency’s limited authority to borrow from the U.S. Government and may not be guaranteed by the full faith and credit of the U.S. Government.

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.

Application of Recent Accounting Pronouncements

In May 2011, the FASB issued ASU No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU No. 2011-04). ASU No. 2011-04 does not extend the use of the existing concept or guidance regarding fair value. It results in common fair value measurements and disclosures between accounting principles generally accepted in the United States and those of International Financial Reporting Standards. ASU No. 2011-04 expands disclosure requirements for Level 3 inputs to include a quantitative description of the unobservable inputs used, a description of the valuation process used and a qualitative description about the sensitivity of the fair value measurements. ASU No. 2011-04 is effective for interim or annual periods beginning on or after December 15, 2011. The Series Account adopted ASU No. 2011-04 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-04 did not have an impact on the Series Account’s financial position or the results of its operations.

2. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2012 were as follows:

Investment Division	Purchases		Sales
Alger Small Cap Growth Portfolio	$	140,882	$	35,781
American Century Investments VP Income & Growth Fund		677		4,384
American Century Investments VP International Fund		57,676		87,185
American Century Investments VP Ultra Fund		74,451		65,050
American Century Investments VP Value Fund		94,282		25,404
American Century Investments VP Vista Fund		17,566		24,027
American Funds IS Global Small Capitalization Fund		111,903		108,458
American Funds IS Growth Fund		976,853		187,373
American Funds IS International Fund		1,488,616		69,578
American Funds IS New World Fund		277,494		21,846
Columbia Variable Portfolio - Small Cap Value Fund		245,351		36,696
Davis Financial Portfolio		20,994		39,591
Davis Value Portfolio		138,129		46,098
Dreyfus IP Midcap Stock Portfolio		2,884		79,270
Dreyfus IP Technology Growth Portfolio		8,712		66,047
Dreyfus Stock Index Fund		1,869,654		2,646,159

Investment Division	Purchases		Sales
Dreyfus VIF Appreciation Portfolio	$	35,776	$	20,876
Dreyfus VIF International Equity Portfolio		44,104		114,364
DWS Dreman Small Mid Cap Value VIP		404,544		266,984
DWS Global Small Cap Growth VIP		20,794		176,022
DWS High Income VIP		57,482		6,956
DWS Large Cap Value VIP		35,659		328,135
DWS Small Cap Index VIP		216,890		202,190
Federated High Income Bond Fund II		3,223		740
Federated Kaufmann Fund II		33,285		37,394
Fidelity VIP Contrafund Portfolio		2,113,432		689,046
Fidelity VIP Growth Portfolio		274,522		602,976
Fidelity VIP Investment Grade Bond Portfolio		475,494		476,350
Fidelity VIP Mid Cap Portfolio		459,950		2,094,881
Great-West Aggressive Profile I Fund		616,130		1,224,300
Great-West Ariel Midcap Value Fund		118,516		118,743
Great-West Ariel Small-Cap Value Fund		65,352		81,808
Great-West Conservative Profile I Fund		304,328		364,798
Great-West Invesco ADR Fund		129,500		450,808
Great-West Janus Large Cap Growth Fund		149,109		155,331
Great-West Lifetime 2015 Fund II Class T		2,442		80,116
Great-West Lifetime 2025 Fund II Class T		108,719		91,449
Great-West Lifetime 2045 Fund II Class T		742		1,017
Great-West Loomis Sayles Bond Fund		2,485,039		1,302,862
Great-West Loomis Sayles Small-Cap Value Fund		40,216		156,310
Great-West MFS International Value Fund		642,732		77,100
Great-West Moderate Profile I Fund		571,706		1,058,815
Great-West Moderately Aggressive Profile I Fund		94,232		638,782
Great-West Moderately Conservative Porfile I Fund		142,070		767,741
Great-West Money Market Fund		4,741,853		4,304,101
Great-West Short Duration Bond Fund		430,927		153,337
Great-West Small-Cap Growth Fund		53,204		86,668
Great-West T. Rowe Price Equity/Income Fund		593,421		580,577
Great-West T. Rowe Price Midcap Growth Fund		1,775,322		233,174
Great-West Templeton Global Bond Fund		2,515,389		65,607
Great-West U. S. Government Mortgage Sercurities Fund		1,476,490		843,080
Invesco V.I. Core Equity Fund		75,019		84,628
Invesco V.I. Dividend Growth Fund		75,758		80,440
Invesco V.I. Global Health Care Fund		74,259		126,068
Invesco V.I. Global Real Estate Fund		437,220		35,681
Invesco V.I. International Growth Fund		829,556		701,874
Invesco V.I. Mid Cap Core Equity Fund		105,390		68,485
Invesco V.I. Technology Fund		71,839		66,147
Janus Aspen Balanced Portfolio		660,341		244,412
Janus Aspen Flexible Bond Portfolio		697,737		232,010
Janus Aspen Forty Portfolio		881,172		1,552,908
Janus Aspen Global Technology Portfolio		9,079		39,617
Janus Aspen Overseas Portfolio		496,514		659,986
Janus Aspen Worldwide Portfolio		125,543		345,021
Neuberger Berman AMT Guardian Portfolio		29,453		76,158
Neuberger Berman AMT Large Cap Value Portfolio		6,115		49,365
Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio		621,620		43,312
Neuberger Berman AMT Mid Cap Portfolio		59,627		122,434
Neuberger Berman AMT Small Cap Growth Portfolio		222,502		236,295
Neuberger Berman AMT Socially Responsive Portfolio		110,225		113,027

Investment Division	Purchases		Sales
Pimco VIT High Yield Portfolio	$	1,297,581	$	1,064,433
Pimco VIT Low Duration Portfolio		6,226,883		2,117,865
Pimco VIT Real Return Portfolio		866,418		1,445,447
Pimco VIT Total Return Portfolio		5,174,408		1,578,073
Putnam VT Equity Income Fund		106,913		57,941
Putnam VT Global Health Care Fund		-		81,580
Putnam VT High Yield Fund		128,210		63,215
Putnam VT International Growth Fund		3,806		12,105
Royce Capital Fund - Micro-Cap Portfolio		122,529		357,907
Royce Capital Fund - Small-Cap Portfolio		729,832		842,049
Van Eck VIP Emerging Markets Fund		5,000		332
Van Eck VIP Global Hard Assets Fund		99,908		259,241

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.

Deductions for Assumption of Mortality and Expense Risks

The Company deducts an amount, computed and accrued daily, from the unit value of each Investment Division of the Series Account, equal to an annual rate that will not exceed 0.90% annually. Currently, the charge is 0.50% for Policy Years 1 through 20 and 0.10% thereafter. These charges compensate the Company for its assumption of certain mortality, death benefit and expense risks. These charges are recorded as Mortality and expense risk in the Statement of Operations of the applicable Investment Divisions.

If the above charges prove insufficient to cover actual costs and assumed risks, the loss will be borne by the Company; conversely, if the amounts deducted prove more than sufficient, the excess will be a profit to the Company.

Expense Charges Applied to Premium

The Company deducts a maximum charge of 10% from each premium payment. 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

The portfolios of Great-West Funds, Inc., which are underlying certain Investment Divisions, are registered investment companies 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. SUBSEQUENT EVENTS

Management has reviewed all events subsequent to December 31, 2012, including the estimates inherent in the process of preparing these financial statements, through March 29, 2013, the date the financial statements were available to be issued. No subsequent events requiring adjustment or disclosure have occurred.

5. 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 prospectus, and are reported as 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
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest					Total Return
				(a)			(b)											(a)			(b)
ALGER SMALL CAP GROWTH PORTFOLIO
(Effective date 05/12/2009)
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
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%
2008		4		$	8.48	to	$	7.97	$	31		2.16%		0.25	%	to	0.40%		(34.87)%	to		(34.78)%
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
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%
2008		30		$	8.76	to	$	9.37	$	284		0.80%		0.25	%	to	0.40%		(45.04)%	to		(44.98)%
AMERICAN CENTURY INVESTMENTS VP ULTRA FUND
(Effective date 04/19/2002)
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
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%
2008		127		$	14.16	to	$	8.65	$	1,100		2.38%		0.25	%	to	0.40%		(27.09)%	to		(26.94)%
AMERICAN CENTURY INVESTMENTS VP VISTA FUND
(Effective date 05/02/2005)
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%
2008		68		$	8.84	to	$	8.89	$	607		0.00%		0.25	%	to	0.40%		(11.60)%	to		(11.10)%
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
(Effective date 05/05/2008)
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)
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%
2008		1		$	5.81	to	$	5.81	$	3		0.00%		0.40	%	to	0.40%		(41.90)%	to		(41.90)%

(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
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
				(a)			(b)										(a)			(b)
AMERICAN FUNDS IS INTERNATIONAL FUND
(Effective date 05/05/2008)
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%
2008		0	*	$	5.98	to	$	5.98	$	2		0.00%		0.40%	to	0.40%		(40.20)%	to		(40.20)%
AMERICAN FUNDS IS NEW WORLD FUND
(Effective date 04/24/2009)
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)
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)
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%
2008		1		$	6.71	to	$	6.75	$	8		0.00%		0.25%	to	0.40%		(46.62)%	to		(46.51)%
DAVIS VALUE PORTFOLIO
(Effective date 05/02/2005)
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%
2008		4		$	7.86	to	$	7.91	$	35		1.67%		0.25%	to	0.40%		(40.59)%	to		(40.48)%
DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO
(Effective date 05/02/2005)
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%
2008		10		$	8.02	to	$	8.06	$	79		0.00%		0.25%	to	0.40%		(41.37)%	to		(41.34)%
DREYFUS STOCK INDEX FUND
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%
2008		844		$	7.77	to	$	7.97	$	6,698		2.10%		0.25%	to	0.40%		(37.39)%	to		(37.29)%

(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
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
				(a)			(b)										(a)			(b)
DREYFUS VIF APPRECIATION PORTFOLIO
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%
2008		44		$	9.30	to	$	9.14	$	399		1.77%		0.25%	to	0.40%		(29.81)%	to		(29.69)%
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
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%
2008		38		$	9.58	to	$	9.64	$	370		1.88%		0.25%	to	0.40%		(42.46)%	to		(42.34)%
DWS DREMAN SMALL MID CAP VALUE VIP
(Effective date 05/01/2006)
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%
2008		68		$	7.23	to	$	7.26	$	494		0.00%		0.25%	to	0.40%		(27.70)%	to		(27.40)%
DWS GLOBAL SMALL CAP GROWTH VIP
(Effective date 05/02/2005)
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%
2008		51		$	7.86	to	$	7.90	$	400		0.34%		0.25%	to	0.40%		(50.16)%	to		(50.09)%
DWS HIGH INCOME VIP
(Effective date 04/25/2007)
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)
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%		0.00%	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%
2008		51		$	6.73	to	$	6.77	$	344		1.02%		0.25%	to	0.40%		(46.20)%	to		(46.10)%
DWS SMALL CAP INDEX VIP
(Effective date 04/25/2007)
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%
2008		4		$	6.07	to	$	6.08	$	23		1.90%		0.25%	to	0.40%		(39.30)%	to		(39.20)%

(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
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
FEDERATED HIGH INCOME BOND FUND II
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 %
2008		11	$	10.85	to	$	8.63	$	105		9.38%		0.25%	to	0.40%		(26.29)%	to		(26.18)%
FEDERATED KAUFMANN FUND II
(Effective date 03/08/2010)
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
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 %
2008		231	$	10.92	to	$	8.73	$	2,412		0.57%		0.25%	to	0.40%		(42.92)%	to		(42.87)%
FIDELITY VIP GROWTH PORTFOLIO
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 %
2008		96	$	5.69	to	$	7.50	$	685		0.54%		0.25%	to	0.40%		(47.51)%	to		(47.44)%
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO
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 %
2008		232	$	13.45	to	$	10.55	$	2,485		4.33%		0.25%	to	0.40%		(3.79)%	to		(3.65)%
FIDELITY VIP MID CAP PORTFOLIO
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 %
2008		246	$	11.12	to	$	9.26	$	2,400		0.24%		0.25%	to	0.40%		(39.83)%	to		(39.79)%
GREAT-WEST AGGRESSIVE PROFILE I FUND
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 %
2008		64	$	9.91	to	$	8.10	$	628		0.80%		0.25%	to	0.40%		(40.30)%	to		(40.22)%
GREAT-WEST ARIEL MIDCAP VALUE FUND
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 %
2008		60	$	12.30	to	$	6.76	$	491		1.89%		0.25%	to	0.40%		(40.75)%	to		(40.65)%

(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
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
				(a)			(b)										(a)			(b)
GREAT-WEST ARIEL SMALL-CAP VALUE FUND
2012		47		$	18.13	to	$	18.13	$	855		0.32%		0.00%	to	0.40%		18.87%	to		18.94 %
2011		65		$	14.51	to	$	11.10	$	730		0.00%		0.25%	to	0.40%		(11.69)%	to		(11.55)%
2010		71		$	16.43	to	$	12.55	$	902		0.00%		0.25%	to	0.40%		28.86%	to		28.98 %
2009		72		$	12.75	to	$	9.73	$	706		0.11%		0.25%	to	0.40%		65.37%	to		65.76 %
2008		98		$	7.71	to	$	5.87	$	589		1.43%		0.25%	to	0.40%		(46.12)%	to		(46.05)%
GREAT-WEST CONSERVATIVE PROFILE I FUND
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 %
2008		12		$	12.99	to	$	10.17	$	149		4.07%		0.25%	to	0.40%		(14.09)%	to		(13.96)%
GREAT-WEST INVESCO ADR FUND
2012		17		$	12.20	to	$	12.20	$	212		4.93%		0.00%	to	0.25%		13.50%	to		13.50 %
2011		48		$	10.47	to	$	10.47	$	505		2.24%		0.25%	to	0.25%		(15.02)%	to		(15.02)%
2010		36		$	14.60	to	$	12.32	$	451		1.70%		0.25%	to	0.40%		5.19%	to		5.30 %
2009		34		$	13.88	to	$	11.70	$	428		1.68%		0.25%	to	0.40%		30.08%	to		30.29 %
2008		61		$	10.67	to	$	8.98	$	631		2.12%		0.25%	to	0.40%		(40.42)%	to		(40.33)%
GREAT-WEST JANUS LARGE CAP GROWTH FUND
(Effective date 04/24/2009)
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 LIFETIME 2015 FUND II CLASS T
(Effective date 09/29/2009)
2012		0	*	$	12.96	to	$	12.96	$	1		0.70%		0.00%	to	0.40%		11.22%	to		11.35 %
2011		6		$	11.60	to	$	11.64	$	73		2.75%		0.25%	to	0.40%		1.05%	to		1.22 %
2010		6		$	11.48	to	$	11.50	$	73		1.98%		0.25%	to	0.40%		11.13%	to		11.33 %
2009		7		$	10.33	to	$	10.33	$	74		0.93%		0.25%	to	0.40%		3.30%	to		3.30 %
GREAT-WEST LIFETIME 2025 FUND II CLASS T
(Effective date 09/29/2009)
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 %
GREAT-WEST LIFETIME 2045 FUND II CLASS T
(Effective date 09/29/2009)
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
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 %
2008		347		$	16.71	to	$	9.72	$	3,544		8.59%		0.25%	to	0.40%		(22.06)%	to		(21.93)%

(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
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
GREAT-WEST LOOMIS SAYLES SMALL-CAP VALUE FUND
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%
2008		183	$	10.13	to	$	8.72	$	1,618		0.23%		0.25%	to	0.40%		(32.91)%	to		(32.77)%
GREAT-WEST MFS INTERNATIONAL VALUE FUND
(Effective date 04/25/2007)
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%
2008		2	$	4.57	to	$	4.58	$	9		1.91%		0.25%	to	0.40%		(53.93)%	to		(53.88)%
GREAT-WEST MODERATE PROFILE I FUND
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%
2008		36	$	12.24	to	$	9.76	$	442		2.80%		0.25%	to	0.40%		(23.60)%	to		(23.51)%
GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND
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%
2008		61	$	11.31	to	$	9.17	$	688		2.64%		0.25%	to	0.40%		(30.53)%	to		(30.42)%
GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND
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%
2008		10	$	12.44	to	$	10.12	$	121		3.62%		0.25%	to	0.40%		(18.48)%	to		(18.32)%
GREAT-WEST MONEY MARKET FUND
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)%
2008		965	$	12.71	to	$	11.35	$	11,318		1.89%		0.25%	to	0.40%		1.44%	to		1.61%
GREAT-WEST SHORT DURATION BOND FUND
(Effective date 04/25/2007)
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%
2008		39	$	10.27	to	$	10.29	$	403		4.94%		0.25%	to	0.40%		(0.10)%	to		0.00 %

(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
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)			Investment Income Ratio		Expense Ratio lowest to highest				Total Return
				(a)			(b)											(a)			(b)
GREAT-WEST SMALL-CAP GROWTH FUND
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%
2008		133		$	6.73	to	$	7.11	$	939			0.00%		0.25%	to	0.40%		(41.48)%	to		(41.43)%
GREAT-WEST T. ROWE PRICE EQUITY/INCOME FUND
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%
2008		74		$	9.58	to	$	8.13	$	657			2.71%		0.25%	to	0.40%		(36.43)%	to		(36.38)%
GREAT-WEST T. ROWE PRICE MIDCAP GROWTH FUND
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%
2008		34		$	9.46	to	$	8.51	$	311			0.00%		0.25%	to	0.40%		(40.58)%	to		(40.49)%
GREAT-WEST TEMPLETON GLOBAL BOND FUND
(Effective date 05/05/2008)
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
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%
2008		253		$	16.22	to	$	11.98	$	3,111			4.54%		0.25%	to	0.40%		6.01%	to		6.21%
INVESCO V.I. CORE EQUITY FUND
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%
2008		124		$	9.33	to	$	9.06	$	1,127			1.87%		0.25%	to	0.40%		(30.37)%	to		(30.31)%
INVESCO V.I. DIVERSIFIED DIVIDEND FUND
(Effective date 06/15/2007)
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%
2008		0	*	$	4.37	to	$	3.89	$	0	*		2.48%		0.25%	to	0.40%		(59.57)%	to		(59.52)%
INVESCO V.I. GLOBAL HEALTH CARE FUND
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 %
2008		13		$	9.86	to	$	9.20	$	131			0.00%		0.25%	to	0.40%		(28.91)%	to		(28.74)%

(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
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESCO V.I. GLOBAL REAL ESTATE FUND
(Effective date 04/25/2007)
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%
2008		2	$	4.82	to	$	4.83	$	9		5.85%		0.25%	to	0.40%		(51.80)%	to		(51.70)%
INVESCO V.I. INTERNATIONAL GROWTH FUND
(Effective date 05/01/2006)
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%
2008		97	$	7.55	to	$	7.58	$	736		0.58%		0.25%	to	0.40%		(40.64)%	to		(40.55)%
INVESCO V.I. MID CAP CORE EQUITY FUND
(Effective date 04/24/2009)
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
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%
2008		3	$	5.99	to	$	6.78	$	17		0.00%		0.25%	to	0.40%		(44.74)%	to		(44.61)%
JANUS ASPEN BALANCED PORTFOLIO
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%
2008		60	$	13.53	to	$	11.06	$	734		2.75%		0.25%	to	0.40%		(16.17)%	to		(16.08)%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
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%
2008		423	$	16.67	to	$	11.94	$	5,351		4.47%		0.25%	to	0.40%		5.57%	to		5.76%
JANUS ASPEN FORTY PORTFOLIO
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%
2008		299	$	11.26	to	$	9.47	$	3,006		0.14%		0.25%	to	0.40%		(44.40)%	to		(44.26)%

(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
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
(Effective date 05/05/2008)
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)
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%
2008		218	$	7.08	to	$	7.11	$	1,546		1.40%		0.25%	to	0.40%		(52.32)%	to		(52.22)%
JANUS ASPEN WORLDWIDE PORTFOLIO
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%
2008		32	$	6.59	to	$	7.64	$	236		1.07%		0.25%	to	0.40%		(44.90)%	to		(44.80)%
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO
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%
2008		186	$	10.40	to	$	8.29	$	1,542		0.58%		0.25%	to	0.40%		(37.50)%	to		(37.39)%
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO
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%
2008		18	$	8.67	to	$	6.84	$	124		0.60%		0.25%	to	0.40%		(52.60)%	to		(52.53)%
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
(Effective date 05/01/2006)
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%
2008		84	$	5.69	to	$	5.71	$	481		1.30%		0.25%	to	0.40%		(46.02)%	to		(45.98)%
NEUBERGER BERMAN AMT MID CAP PORTFOLIO
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%
2008		45	$	9.52	to	$	9.09	$	424		0.00%		0.25%	to	0.40%		(43.60)%	to		(43.51)%

(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
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
				(a)			(b)										(a)			(b)
NEUBERGER BERMAN AMT SMALL CAP GROWTH PORTFOLIO
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%
2008		33		$	7.11	to	$	6.60	$	231		0.00%		0.25%	to	0.40%		(39.75)%	to		(39.67)%
NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO
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%
2008		3		$	10.45	to	$	7.93	$	28		1.85%		0.25%	to	0.40%		(39.67)%	to		(39.60)%
PIMCO VIT HIGH YIELD PORTFOLIO
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%
2008		5		$	9.66	to	$	8.93	$	50		7.85%		0.25%	to	0.40%		(23.82)%	to		(23.74)%
PIMCO VIT LOW DURATION PORTFOLIO
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%
2008		243		$	11.19	to	$	11.14	$	2,717		4.07%		0.25%	to	0.40%		(0.80)%	to		(0.62)%
PIMCO VIT REAL RETURN PORTFOLIO
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%
2008		153		$	11.23	to	$	10.42	$	1,630		3.53%		0.25%	to	0.40%		(7.34)%	to		(7.30)%
PIMCO VIT TOTAL RETURN PORTFOLIO
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%
2008		126		$	12.44	to	$	12.00	$	1,521		4.46%		0.25%	to	0.40%		4.36%	to		4.53%
PUTNAM VT EQUITY INCOME FUND
(Effective date 04/24/2009)
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)
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
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
PUTNAM VT INTERNATIONAL GROWTH FUND
(Effective date 04/24/2009)
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)
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%
2008		32	$	5.95	to	$	5.97	$	190		2.24%		0.25%	to	0.40%		(43.66)%	to		(43.63)%
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
(Effective date 05/01/2006)
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%
2008		113	$	7.24	to	$	7.26	$	823		0.36%		0.25%	to	0.40%		(27.74)%	to		(27.76)%
VAN ECK VIP EMERGING MARKETS FUND
(Effective date 05/05/2008)
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%
VAN ECK VIP GLOBAL HARD ASSETS FUND
(Effective date 05/05/2008)
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)

PART C: OTHER INFORMATION

Item 26. Exhibits
	(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)(8)	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)(9)	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)(10)	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.
	(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).

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(f)(2) By-Laws of Great-West as amended June 17, 1997 is incorporated by reference to Amendment No. 1 on Form 10-K of Great-West filed on March 31, 1998 (File No. 333-01173); Amended Bylaws of Great-West are incorporated by reference to Post-Effective Amendment No. 38 to the Registration Statement filed by FutureFunds Series Account on Form N-4 on April 24, 2006 (File No. 2-89550).

(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. 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).

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(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).

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(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).

C-4

(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).

C-5

(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).

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(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.

(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 19, 2013 is filed herewith.

(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 Jorden Burt, LLP is filed herewith.

(n)(2) Consent of Deloitte & Touche, LLP is filed herewith.

(o) Omitted Financial Statements. None.

(p) Initial Capital Agreements. None.

(q) Redeemability Exemption. None.

C-7

(r) Power of Attorney for Raymond L.S. McFeetors is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008. 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, R. Royer and T.T. Ryan 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).

   Item 27. Directors and Officers of the Depositor.

Name	Principal Business Address	Positions and Offices with Depositor
J. L. Bernbach	EngineUSA 460 Park Avenue South, 7th Floor New York, NY 10016	Director
A. Desmarais	Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director
P. Desmarais, Jr.	Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director
M.T.G. Graye	8515 E. Orchard Road Greenwood Village, CO 80111	Director, President, Chief Executive Officer and Principal Financial Officer
A. Louvel	P.O. Box 1073 38 Beach Lane Wainscott, NY 11975	Director
R. L. McFeetors	Great-West Life 100 Osborne Street N Winnipeg, Canada MB R3C 3A5	Chairman of the Board
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	Director
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.	SIFMA 120 Broadway, 35th Floor New York, NY 10271-0080	Director

C-8

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
S. M. Corbett	8515 East Orchard Road Greenwood Village, CO 80111	Executive Vice President and Chief Investment Officer
R. K. Shaw	8515 East Orchard Road Greenwood Village, CO 80111	Executive Vice President, Individual Markets
C. H. Cumming	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, Defined Contribution Markets
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
R. J. Laeyendecker	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, Executive Benefits Markets
S. A. Miller	8525 East Orchard Road Greenwood Village, CO 80111	Senior Vice President and Chief Information Officer
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
C.S. Tocher	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, Investments
J. Van Harmelen	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President and Controller

C-9

Item 28. Person Controlled by or Under Common Control with the Depositor or the Registrant.

The Registrant is a separate account of Great-West Life & Annuity Insurance Company, a stock life company organized under the laws of the State of Colorado (“Depositor”). The Depositor is an indirect subsidiary of Power Corporation of Canada. An organizational chart for Power Corporation of Canada is set out below.

Organizational Chart – December 31, 2012

I. OWNERSHIP OF POWER CORPORATION OF CANADA

The following sets out the ownership, based on votes attached to the outstanding voting shares, of Power Corporation of Canada:

Paul G. Desmarais

99.999% - Pansolo Holding Inc.

100% - 3876357 Canada Inc.

100% - 3439496 Canada Inc.

100% - Capucines Investments Corporation

  32% - Nordex Inc. (68% also owned directly by Paul G. Desmarais)

94.9% - Gelco Enterprises Ltd. (5.1% also owned directly by Paul G. Desmarais)

53.62% - Power Corporation of Canada

The total voting rights of Power Corporation of Canada (PCC) controlled directly and indirectly by Mr. Paul G. Desmarais is as follows. There are issued and outstanding as of December 31, 2012 411,144,806 Subordinate Voting Shares (SVS) of PCC carrying one vote per share and 48,854,772 Participating Preferred Shares (PPS) carrying 10 votes per share; hence the total voting rights are 899,692,526.

Pansolo Holding Inc. owns directly 15,216,033 SVS and 367,692 PPS, entitling Pansolo Holding Inc. directly to an aggregate percentage of voting rights of 18,892,953 or 2.1 % of the total voting rights attached to the shares of PCC. Pansolo Holding Inc. wholly owns 3876357 Canada Inc., 3439496 Canada Inc. and Capucines Investments Corporation which respectively own 40,686,080 SVS, 3,236,279 SVS, 3,125,000 SVS of PCC, representing respectively 4.52 %, 0.36%, 0.35 % of the aggregate voting rights of PCC.

Gelco Entreprises Ltd owns directly 48,235,700 PPS, representing 53.61% of the aggregate voting rights of PCC (PPS (10 votes) and SVS (1 vote)). Hence, the total voting rights of PCC under the direct and indirect control of Mr. Paul G. Desmarais is approximately 61.11%; note that this is not the equity percentage.

Mr. Paul G. Desmarais also owns personally 1,561,750 SVS of PCC.

II. OWNERSHIP BY POWER CORPORATION OF CANADA

Power Corporation of Canada has a 10% or greater voting interest in the following entities:

A. Great-West Life & Annuity Insurance Company Group of Companies (U.S. insurance)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

65.98% - Power Financial Corporation

68.18% - Great-West Lifeco Inc.

100.0% - Great-West Financial (Canada) Inc.

100.0% - Great-West Financial (Nova Scotia) Co.

100.0% - Great-West Lifeco U.S. Inc.

100.0% - GWL&A Financial Inc.

  60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co.

  60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II

  60.0% - Great-West Life & Annuity Insurance Capital, LLC

  60.0% - Great-West Life & Annuity Insurance Capital, LLC II

100.0% - Great-West Life & Annuity Insurance Company (Fed ID # 84-0467907 - NAIC # 68322, CO)

100.0% - Great-West Life & Annuity Insurance Company of New York (Fed ID # 13-2690792 - NAIC # 79359, NY)

100.0% - Advised Assets Group, LLC

100.0% - GWFS Equities, Inc.

100.0% - Great-West Life & Annuity Insurance Company of South Carolina

100.0% - Emjay Corporation

100.0% - FASCore, LLC

  50.0% - Westkin Properties Ltd.

  63.95% - Great-West Funds, Inc.

100.0% - Great-West Capital Management, LLC

100.0% - Great-West Trust Company, LLC

100.0% - Lottery Receivables Company One LLC

100.0% - LR Company II, L.L.C.

100.0% - Singer Collateral Trust IV

100.0% - Singer Collateral Trust V

  43.87% - 2001 Books Holdings, LLC

B. Putnam Investments Group of Companies (Mutual Funds)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

65.98% - Power Financial Corporation

68.18% - Great-West Lifeco Inc.

100.0% - Great-West Financial (Canada) Inc.

100.0% - Great-West Financial (Nova Scotia) Co.

100% - Great-West Lifeco U.S. Inc.

100% - Putnam Investments, LLC

100.0% - Putnam Acquisition Financing Inc.

100.0% - Putnam Acquisition Financing LLC

100.0% - Putnam U.S. Holdings I, LLC

100.0% - Putnam Investment Management, LLC

100.0% - Putnam Fiduciary Trust Company (NH)

100.0% - Putnam Investor Services, Inc.

100.0% - Putnam Retail Management GP, Inc.

  99.0% - Putnam Retail Management Limited Partnership (1% owned by Putnam Retail Management GP, Inc.)

  80.0% - PanAgora Asset Management, Inc.

100.0% - Putnam GP Inc.

  99.0% - TH Lee Putnam Equity Managers LP (1% owned by Putnam GP Inc.)

100.0% - Putnam Investment Holdings, LLC

100.0% - Savings Investments, LLC

100.0% - Putnam Aviation Holdings, LLC

100.0% - Putnam Capital, LLC

100.0% - The Putnam Advisory Company, LLC

100.0% - Putnam Investments Inc.

100.0% - Putnam Investments (Ireland) Limited

100.0% - Putnam Investments Australia Pty Limited

100.0% - Putnam Investments Securities Co., Ltd.

100.0% - Putnam International Distributors, Ltd.

100.0% - Putnam Investments Argentina S.A.

100.0% - Putnam Investments Limited

C. The Great-West Life Assurance Company Group of Companies (Canadian insurance)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

65.98% - Power Financial Corporation

68.18% - Great-West Lifeco Inc.

100.0% - 2142540 Ontario Inc.

100.0% - Great-West Lifeco Finance (Delaware) LP

100.0% - Great-West Lifeco Finance (Delaware) LLC

100.0% - 2023308 Ontario Inc.

100.0% - Great-West Life & Annuity Insurance Capital, LP

40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co.

40.0% - Great-West Life & Annuity Insurance Capital, LLC

100.0% - Great-West Life & Annuity Insurance Capital, LP II

40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II

40.0% - Great-West Life & Annuity Insurance Capital, LLC II

100.0% - 2171866 Ontario Inc

100.0% - Great-West Lifeco Finance (Delaware) LP II

100.0% - Great-West Lifeco Finance (Delaware) LLC II

100.0% - 2023310 Ontario Inc.

100.0% - 2023311 Ontario Inc.

100.0% - 6109756 Canada Inc.

100.0% - 6922023 Canada Inc.

100.0% - The Great-West Life Assurance Company (NAIC #80705, MI)

71.4% - GWL THL Private Equity I Inc. (28.6% owned by The Canada Life Assurance Company)

100.0% - GWL THL Private Equity II Inc.

100.0% - Great-West Investors Holdco Inc.

100.0% - Great-West Investors LLC

100.0% - Great-West Investors LP Inc.

100.0% - Great-West Investors GP Inc.

100.0% - Great-West Investors LP

100.0% - T.H. Lee Interests

100.0% - GWL Realty Advisors Inc.

100.0% - GWL Realty Advisors U.S., Inc.

100.0% - RA Real Estate Inc.

0.1% RMA Real Estate LP

100.0% - Vertica Resident Services Inc.

100.0% - 2278372 Ontario Inc. (0.0001% interest in NF Real Estate Limited Partnership)

100.0% - GLC Asset Management Group Ltd.

100.0% - 801611 Ontario Limited

100.0% - 118050 Canada Inc.

100.0% - 1213763 Ontario Inc.

99.9% - Riverside II Limited Partnership

  70.0% - Kings Cross Shopping Centre Ltd.

100.0% - 681348 Alberta Ltd.

100.0% - The Owner: Condominium Plan No 8510578

  50.0% - 3352200 Canada Inc.

100.0% - 1420731 Ontario Limited

100.0% - 1455250 Ontario Limited

100.0% - CGWLL Inc.

  65.0% - The Walmer Road Limited Partnership

  50.0% - Laurier House Apartments Limited

100.0% - 2024071 Ontario Limited

100.0% - 431687 Ontario Limited

    0.1% - Riverside II Limited Partnership

100.0% - High Park Bayview Inc.

  75.0% - High Park Bayview Limited Partnership

    5.6% - MAM Holdings Inc. (94.4% owned by The Canada Life Insurance Company of Canada)

100.0% - 647679 B.C. Ltd.

  70.0% - TGS North American Real Estate Investment Trust

100.0% - TGS Trust

  70.0% - RMA Investment Company (Formerly TGS Investment Company)

100.0% - RMA Property Management Ltd. (Formerly TGS REIT Property Management Ltd.)

100.0% - RMA Property Management 2004 Ltd. (Formerly TGS REIT Property Management 2004 Ltd.)

100.0% - RMA Realty Holdings Corporation Ltd. (Formerly TGS Realty Holdings Corporation Ltd.)

100.0% - RMA (U.S.) Realty LLC (Delaware) [(special shares held by each of 1218023 Alberta Ltd. (50%) and 1214931 Alberta Ltd. (50%)]

100.0% - RMA American Realty Corp.

1% - RMA American Realty Limited Partnership [(99% owned by RMA (U.S.) Realty LLC (Delaware)]

  99.0% - RMA American Realty Limited Partnership (1% owned by RMA American Realty Corp.)

100.0% - 1218023 Alberta Ltd.

50% - special shares in RMA (U.S.) Realty LLC (Delaware)

100.0% - 1214931 Alberta Ltd.

50% - special shares in RMA (U.S.) Realty LLC (Delaware)

  70.0% - RMA Real Estate LP

100.0% - RMA Properties Ltd. (Formerly TGS REIT Properties Ltd.)

100.0% - S-8025 Holdings Ltd.

100.0% - RMA Properties (Riverside) Ltd. (Formerly TGS REIT Properties (Riverside) Ltd.

  70.0% - KS Village (Millstream) Inc.

  70.0% - 0726861 B.C. Ltd.

  70.0% - Trop Beau Developments Limited

  70.0% - Kelowna Central Park Properties Ltd.

  70.0% - Kelowna Central Park Phase II Properties Ltd.

  40.0% - PVS Preferred Vision Services

  30.0% - Vaudreuil Shopping Centres Limited

  12.5% - Saskatoon West Shopping Centres Limited

  12.5% - 2331777 Ontario Ltd.

  12.5% - 2344701 Ontario Ltd.

100.0% - London Insurance Group Inc.

100.0% - Trivest Insurance Network Limited

100.0% - London Life Insurance Company (Fed ID # 52-1548741 – NAIC # 83550, MI)

100.00% - 1542775 Alberta Ltd.

100.0% - 0813212 B.C. Ltd.

  30.0% - Kings Cross Shopping Centre Ltd.

  30.0% - 0726861 B.C. Ltd.

  30.0% - TGS North American Real Estate Investment Trust

100.0% - TGS Trust

  30.0% - RMA Investment Company (Formerly TGS Investment Company)

100.0% - RMA Property Management Ltd. (Formerly TGS REIT Property Management Ltd.)

100.0% - RMAProperty Management 2004 Ltd. (Formerly TGS REIT Property Management 2004 Ltd.)

100.0% - RMA Realty Holdings Corporation Ltd. (Formerly TGS Realty Holdings Corporation Ltd.)

100.0% - RMA (U.S.) Realty LLC (Delaware) [(special shares held by each of 1218023 Alberta Ltd. (50%) and 1214931 Alberta Ltd. 50%)]

100.0% - RMA American Realty Corp.

1% - RMA American Realty Limited Partnership [(99% owned by RMA (U.S.) Realty LLC (Delaware)]

99.0% - RMA American Realty Limited Partnership (1% owned by RMA American Realty Corp.)

100.0% - 1218023 Alberta Ltd.

50% - special shares in RMA (U.S.) Realty LLC (Delaware)

100.0% - 1214931 Alberta Ltd.

50% - special shares in RMA (U.S.) Realty LLC (Delaware)

  30.0% - RMA Real Estate LP

100.0% - RMA Properties Ltd. (Formerly TGS REIT Properties Ltd.)

100.0% - S-8025 Holdings Ltd.

100.0% - RMA Properties (Riverside) Ltd. (Formerly TGS REIT Properties (Riverside) Ltd.

100.0% - 1319399 Ontario Inc.

100.0% - 3853071 Canada Limited

  50.0% - Laurier House Apartments Limited

  30.0% - Kelowna Central Park Properties Ltd.

  30.0% - Kelowna Central Park Phase II Properties Ltd.

  30.0% - Trop Beau Developments Limited

100.0% - 4298098 Canada Inc.

100.0% - GWLC Holdings Inc.

100% - GLC Reinsurance Corporation

100.0% - 389288 B.C. Ltd.

100.0% - Quadrus Investment Services Ltd.

  35.0% - The Walmer Road Limited Partnership

100.0% - 177545 Canada Limited

100.0% - Lonlife Financial Services Limited

88.0% - Neighborhood Dental Services Ltd.

100.0% - Quadrus Distribution Services Ltd.

100.0% - Toronto College Park Ltd.

  25.0% - High Park Bayview Limited Partnership

30.0% - KS Village (Millstream) Inc.

100.0% - London Life Financial Corporation

89.4% - London Reinsurance Group, Inc. (10.6% owned by London Life Insurance Company)

100.0% - London Life & General Reinsurance Co. Ltd. (1 share held by London Life & Casualty Reinsurance Corporation and 20,099,999 shares held by London Reinsurance Group Inc.)

100.0% - London Life & Casualty Reinsurance Corporation

100.0% - Trabaja Reinsurance Company Ltd.

100.0% - London Life and Casualty (Barbados) Corporation

100.0% - LRG (US), Inc.

100.0% - London Life International Reinsurance Corporation

100.0% - London Life Reinsurance Company (Fed ID # 23-2044256 – NAIC # 76694, PA)

  70.0% - Vaudreuil Shopping Centres Limited

  75.0% - Saskatoon West Shopping Centres Limited

  75.0% - 2331777 Ontario Ltd.

  75.0% - 2344701 Ontario Ltd.

  15.2% - 2001 Books Holdings, LLC (43.87% owned by GWL&A and 2.4% owned by The Canada Life Assurance Company)

100.0% - Canada Life Financial Corporation

100.0% - The Canada Life Assurance Company (Fed ID # 38-0397420, NAIC # 80659, MI)

100.0% - Canada Life Brasil LTDA

100.0% - Canada Life Capital Corporation, Inc.

100.0% - Canada Life International Holdings, Limited

100.0% - Canada Life International Services Limited

100.0% - Canada Life International, Limited

100.0% - CLI Institutional Limited

100.0% - Canada Life Irish Holding Company, Limited

100.0% - Lifescape Limited

100.0% - Setanta Asset Management Limited

50.0% - Setanta Asset Management Funds Public Limited Company

100.0% - Canada Life Group Services Limited

100.0% - Canada Life Europe Investment Limited

78.67% - Canada Life Assurance Europe Limited

100.0% - Canada Life Europe Management Services, Limited

21.33% - Canada Life Assurance Europe Limited

100.0% - Canada Life Assurance (Ireland), Limited

  50.0% - Setanta Asset Management Funds Public Limited Company

100.0% - F.S.D. Investments, Limited

100.0% - Canada Life International Re, Limited

100.0% - Canada Life Reinsurance International, Ltd.

100.0% - Canada Life Reinsurance, Ltd.

100.0% - The Canada Life Group (U.K.), Limited

100.0% - Canada Life Pension Managers & Trustees, Limited

100.0% - Canada Life Asset Management Limited

100.0% - Canada Life European Real Estate Limited

100% - Hotel Operations (Walsall) Limited

100.0% - Canada Life Trustee Services (U.K.), Limited

100.0% - CLFIS (U.K.), Limited

100.0% - Canada Life, Limited

100.0% - Canada Life (U.K.), Limited

100.0% - Albany Life Assurance Company, Limited

100.0% - Canada Life Management (U.K.), Limited

100.0% - Canada Life Services (U.K.), Limited

100.0% - Canada Life Fund Managers (U.K.), Limited

100.0% - Canada Life Group Services (U.K.), Limited

100.0% - Canada Life Holdings (U.K.), Limited

100.0% - Canada Life Irish Operations, Limited

100.0% - Canada Life Ireland Holdings, Limited.

100.0% - 4073649 Canada, Inc. (1 common share owned by 587443 Ontario, Inc.)

100.0% - Canada Life Finance (U.K.), Limited

100.0% - CL Luxembourg Capital Management S.á.r.l.

100.0% - The Canada Life Insurance Company of Canada

94.4% - MAM Holdings Inc. (5.6% owned by GWL)

100.0% - Mountain Asset Management LLC

12.5% - 2331777 Ontario Ltd.

12.5% - 2344701 Ontario Ltd.

100.0% - CL Capital Management (Canada), Inc.

100.0% - GRS Securities, Inc.

100.0% - 587443 Ontario, Inc.

100.0% - Canada Life Mortgage Services, Ltd.

100.0% - Adason Properties, Limited

100.0% - Adason Realty, Ltd.

    2.4% - 2001 Books Holdings, LLC (43.87% owned by GWL&A and 15.2% owned by The Great-West Life Assurance Company)

  12.5% - Saskatoon West Shopping Centres Limited

D. IGM Financial Inc. Group of Companies (Canadian mutual funds)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

65.98% - Power Financial Corporation

58.68% - IGM Financial Inc.

100.0% - Investors Group Inc.

100.0% - Investors Group Financial Services Inc.

100.0% - I.G. International Management Limited

100.0% - I.G. Investment Management (Hong Kong) Limited

100.0% - Investors Group Trust Co. Ltd.

100.0% - 391102 B.C. Ltd.

100.0% - I.G. Insurance Services Inc.

100.0% - Investors Syndicate Limited

100.0% - Investors Group Securities Inc.

100.0% - 6460675 Manitoba Ltd.

100.0% - I.G. Investment Management, Ltd.

100% - Investors Group Corporate Class Inc.

100.0% - Investors Syndicate Property Corp.

19.63% - I.G. (Rockies) Corp.

100.0% - I.G. Investment Corp.

80.37% - I.G. (Rockies) Corp. (19.63% owned by I.G. Investment Management, Ltd.)

100.0% - Mackenzie Inc.

100.0% - Mackenzie Financial Corporation

100.0% - Mackenzie Financial Charitable Foundation

25.0% - Strategic Charitable Giving Foundation

100.0% - Mackenzie Cundill Investment Management (Bermuda) Ltd.

100.0% - Mackenzie Financial Capital Corporation

100.0% - Multi-Class Investment Corp.

100.0% - MMLP GP Inc.

100.0% - Mackenzie Investment Corporation

100.0% - Mackenzie Investments PTE. Ltd.

97.82% - Investment Planning Counsel Inc. (and 2.18% owned by Management of IPC management)

100.0% - IPC Investment Corporation

100.0% - 9132-2115 Quebec Inc.

100.0% - IPC Save Inc.

100.0% - IPC Estate Services Inc.

100.0% - IPC Securities Corporation

89.23% - IPC Portfolio Services Inc. (and 10.77% owned by advisors of IPC Investment Corporation and IPC Securities Corporation)

100.0% - Counsel Portfolio Services Inc.

E. Pargesa Holding SA Group of Companies (European investments)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

65.98% - Power Financial Corporation

100.0% - Power Financial Europe B.V.

50.0% - Parjointco N.V.

75.4% - Pargesa Holding SA (55.6% capital)

100.0% - Pargesa Netherlands B.V.

52.0% - Groupe Bruxelles Lambert (50.0% in capital)

Capital

  7.2% - Suez Environment Company (of which 0.3% in trading)

27.4% - Lafarge (21.0% in capital)

  6.9% - Pernod Ricard (7.5% in capital)

  0.2% - Iberdrola

100.0% - Belgian Securities B.V.

Capital

66.2% - Imerys (56.9% in capital)

100.0% - Brussels Securities

Capital

100.0% - Sagerpar

3.8% - Groupe Bruxelles Lambert

100.0% - GBL Overseas Finance N.V.

100.0% - GBL Treasury Center

Capital

100.0% - GBL Energy S.á.r.l.

Capital

3.7% - Total (4.0% in capital)

100.0% - GBL Verwaltung GmbH

100.0% - Immobilière Rue de Namur S.á.r.l.

100.0% - GBL Verwaltung SA

Capital

100.0% - GBL Investments Limited

100.0% - GBL R

  5.1% - GDF SUEZ (of which .2% in trading)

  43.0% - ECP 1

  42.4% - ECP 2

100.0% - ECP3

100.0% - Pargesa Netherlands B.V.

100.0% - SFPG

F. Square Victoria Communications Group Inc. Group of Companies (Canadian communications)

Power Corporation of Canada

100.0% - Square Victoria Communications Group Inc.

100.0% - Gesca Ltée

100.0% - La Presse, ltée

100.0% 7991347 Canada inc.

100.0% - Gesca Ventes Média Ltée

100.0% - Gesca Numérique Ltée

100.0% - 3855082 Canada Inc.

100.0% - Cyberpresse inc.

100.0% - 6645119 Canada Inc.

100.0% - Les Éditions La Presse II Inc.

100.0% - 3819787 Canada Inc.

100.0% - 3834310 Canada Inc.

100.0% - Square Victoria Digital Properties inc.

100.0% - 4400046 Canada Inc.

81.73% - 9059-2114 Québec Inc.

98.36% - DuProprio Inc.

100.0% - VR Estates Inc.

100% - 0757075 B.C. Ltd.

                                                                                                                                                    0.1% - Lower Mainland Comfree LP

99.9% - Lower Mainland Comfree LP

100% - Comfree Commission Free Realty Inc.

100% - CF Real Estate First Inc.

100% - CF Real Estate Max Inc.

100% - CF Real Estate Ontario Inc.

100% - CF Real Estate Maritimes Inc.

100% - DP Immobilier Québec Inc.

100.0% - Les Productions La Presse Télé Ltée

100.0% - La Presse Télé Ltée

100.0% - La Presse Télé II Ltée

100.0% - La Presse Télé III Ltée

100.0% - La Presse Télé IV Ltée

100.0% - Les Éditions Gesca Ltée

100.0% - Groupe Espaces Inc.

100.0% - Les Éditions La Presse Ltée

100.0% - (W.illi.am) 6657443 Canada Inc.

3.81% - Acquisio Inc.

50.0% - Workopolis Canada

23.61% - Tuango Inc.

25.0% - Olive Média

100.0% - Attitude Digitale Inc.

100.0% - Square Victoria C.P. Holding Inc.

33.3% - Canadian Press Enterprises Inc.

100.0% - Broadcast News Limited

100.0% - Press News Limited

100.0% - Pagemasters North America Inc.

100.0% - 7575343 Canada Inc.

G. Power Corporation (International) Limited Group of Companies (Asian investments)

Power Corporation of Canada

100.0% - Power Corporation (International) Limited

99.9% - Power Pacific Corporation Limited

25.0% - Barrick Power Gold Corporation of China Limited

100.0% - Power Pacific Mauritius Limited

9.5% - Vimicro International Corporation

0.1% - Power Pacific Equities Limited

99.9% - Power Pacific Equities Limited

4.3% - CITIC Pacific Limited

5.8% - Yaolan Limited

100.0% - Power Communications Inc.

0.1% - Power Pacific Corporation Limited

  10.0% - China Asset Management Limited

H. Other PCC Companies

Power Corporation of Canada

100.0% - 152245 Canada Inc.

100.0% - Power Tek, LLC

100% - 3540529 Canada Inc.

100.0% - Gelprim Inc.

100.0% - 3121011 Canada Inc.

100.0% - 171263 Canada Inc.

100.0% - Victoria Square Ventures Inc.

  22.1% - Bellus Health Inc.

  25.0% Les Remparts de Québec

100.0% - Power Energy Corporation

58.8% - Potentia Solar Inc.

100.0% - Power Communications Inc.

100.0% - Brazeau River Resources Investments Inc.

100.0% - PCC Industrial (1993) Corporation

100.0% - Power Corporation International

100.0% - 3249531 Canada Inc.

100.0% - Sagard Capital Partners GP, Inc.

100.0% - Sagard Capital Partners, L.P.

100.0% - Power Corporation of Canada Inc.

100.0% - Square Victoria Real Estate Inc.

100.0% - PL S.A.

100.0% - 4190297 Canada Inc.

100% Sagard Capital Partners Management Corp.

  100.0% - Sagard S.A.S.

100.0% - Marquette Communications (1997) Corporation

  3.6% - Mitel Networks Corporation

100.0% - 4507037 Canada Inc.

100.0% - 4524781 Canada Inc.

100.0% - 4524799 Canada Inc.

100.0% - 4524802 Canada Inc.

I. Other PFC Companies

Power Financial Corporation

100.0% - 4400003 Canada Inc.

100.0% - 3411893 Canada Inc.

100.0% - 3439453 Canada Inc.

100.0% - 4507045 Canada Inc.

100.0% - Power Financial Capital Corporation

100.0% - 7973594 Canada Inc.

100.0% - 7973683 Canada Inc.

100.0% - 7974019 Canada Inc.

Item 29. Indemnification. Provisions exist under the Colorado Business Corporation Act and the Bylaws of Great-West whereby Great-West may indemnify a director, officer or controlling person of Great-West against any liability incurred in his or her official capacity. The following excerpts contain the substance of these provisions:

Colorado Business Corporation Act

Article 109 - INDEMNIFICATION

Section 7-109-101. Definitions.

As used in this Article:

(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.

Section 7-109-102. Authority to indemnify directors.

(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.

Section 7-109-103. Mandatory Indemnification of Directors.

Unless limited by the articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding.

Section 7-109-104. Advance of Expenses to Directors.

(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.

Section 7-109-105. Court-Ordered Indemnification of Directors.

(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.

Section 7-109-106. Determination and Authorization of Indemnification of Directors.

(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.

Section 7-109-107. Indemnification of Officer, Employees, Fiduciaries, and Agents.

(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.

Section 7-109-108. Insurance.

A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of any other domestic or foreign entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a director, officer, employee, fiduciary, or agent whether or not the corporation would have the power to indemnify the person against such liability under the Section 7-109-102, 7-109-103 or 7-109-107. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity or any other interest through stock ownership or otherwise.

Section 7-109-109. Limitation of Indemnification of Directors.

(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.

Section 7-109-110. Notice to Shareholders of Indemnification of Director.

If a corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the corporation, the corporation shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

Bylaws of Great-West

Article IV. Indemnification

SECTION 1. In this Article, the following terms shall have the following meanings:

(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.

SECTION 2. Subject to applicable law, if any person who is or was a director, officer or employee of the corporation is made a party to a proceeding because the person is or was a director, officer or employee of the corporation, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if, with respect to the matter(s) giving rise to the proceeding:

(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.

SECTION 3. Subject to applicable law, if any person who is or was serving as a director, officer, trustee or employee of another company or entity at the request of the corporation is made a party to a proceeding because the person is or was serving as a director, officer, trustee or employee of the other company or entity, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if:

(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

if the person is or was an employee of the other company or entity, the person acted in the ordinary course of the person’s employment with the other company or entity.

Item 30. Principal Underwriter.

(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 First Great-West, Variable Annuity-2 Series Account of Great-West of New York, and COLI VUL-4 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
Judith G. Gibbs	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
C.H. Cumming	8515 East Orchard Road Greenwood Village, CO 80111	Senior 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, 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	Vice President
C. Bergeon	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
S.A. Ghazaleh	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
S.M. Gile	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
B. A. Byrne	8525 East Orchard Road Greenwood Village, CO 80111	Secretary and Chief Compliance Officer
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-

Item 31. Location of Accounts and Records. All accounts, books, or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by the Registrant through Great-West, 8515 East Orchard Road, Greenwood Village, Colorado 80111.

Item 32. Management Services. None.

Item 33. Fee Representation. Great-West represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by Great-West.

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Greenwood Village, and State of Colorado, on the day of April 25, 2013.

	COLI VUL-2 SERIES ACCOUNT of
	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
	(Registrant)
By:	/s/ M.T.G. Graye
	M.T.G. Graye,
	President, Chief Executive Officer and Principal Financial Officer   of Great-West Life & Annuity Insurance Company
	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY   (Depositor)
By:	/s/ M.T.G. Graye
	M.T.G. Graye,
	President, Chief Executive Officer and Principal Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature and Title	Date
/s/ Raymond L. McFeetors	April 25, 2013
Director, Chairman of the Board
(Raymond L. McFeetors*)
/s/ M.T.G. Graye	April 25, 2013
Director, President, Chief Executive   Officer and Principal Financial Officer   (Mitchell T.G. Graye)
/s/ James Van Harmelen	April 25, 2013
Senior Vice President and Controller   (James Van Harmelen)

/s/ John L. Bernbach	April 25, 2013
Director (John L. Bernbach*)
/s/ André Desmarais	April 25, 2013
Director (André Desmarais*)
/s/ Paul Desmarais, Jr.	April 25, 2013
Director (Paul Desmarais, Jr.*)
/s/ Alain Louvel	April 25, 2013
Director (Alain Louvel*)
/s/ Jerry E.A. Nickerson	April 25, 2013
Director (Jerry E.A. Nickerson*)
/s/ R. Jeffrey Orr	April 25, 2013
Director (R. Jeffrey Orr*)
/s/ Michel Plessis-Bélair	April 25, 2013
Director (Michel Plessis-Bélair*)
/s/ H.P. Rousseau	April 25, 2013
Director (H.P. Rousseau*)
/s/ R. Royer	April 25, 2013
Director (R. Royer*)
/s/ T.T. Ryan, Jr.	April 25, 2013
Director (T.T. Ryan, Jr.*)
Director (J. Selitto)
Director (G. Tretiak)
/s/ Brian E. Walsh	April 25, 2013
Director (Brian E. Walsh*)

*By:	R.G. Schultz	April 25, 2013
	R.G. Schultz
	Attorney-in-fact pursuant to Powers of Attorney.

EX-99.H.52

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into this 19th day of April, 2013 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, statutory trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO., a New York limited partnership (the “Distributor”), and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company (“GWLA”), and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, a New York life insurance company (“GWLA-NY), (GWLA and GWLA-NY are collectively referred to as the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

WHEREAS, the Trust engages in business as an open-end management investment company of the series-type offering shares of beneficial interest (the “Trust Shares”) in one or more separate series (“Series”). Each such Series represents an interest in a particular investment portfolio of securities and other assets (a “Fund”) and may be issued in various classes (“Classes”) with each such Class supporting a distinct charge and expense arrangement; and

WHEREAS, the Trust was established for the purpose of serving as an investment vehicle for life insurance company separate accounts supporting variable annuity contracts and variable life insurance policies to be offered by insurance companies and may also be utilized by certain retirement plans and other persons as described herein; and

WHEREAS, an order of the Securities and Exchange Commission dated February 2, 1998, (File No. 812-10794) grants certain separate accounts supporting variable life insurance policies, their life insurance company depositors, and their principal underwriters, exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the Investment Company Act of 1940, and from Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary for such separate accounts to purchase and hold Trust Shares at the same time that such shares are sold to or held by separate accounts of affiliated and unaffiliated insurance companies supporting either variable annuity contracts or variable life insurance policies, or both, or by qualified pension and retirement plans (the “SEC Order”); and

WHEREAS, the Distributor has the exclusive right to distribute Trust Shares to qualifying investors; and

WHEREAS, the Company desires that the Trust serve as an investment vehicle for a certain separate account(s) of the Company and the Distributor desires to sell Trust Shares of certain Series and/or Class(es) to such separate account(s);

WHEREAS, the Company intends to utilize its NSCC member broker-dealer affiliate, GWFS Equities, Inc. (“GWFS”), which is and at all times shall remain, duly registered with the SEC as a broker-dealer under the 1934 Act and a member of FINRA, to transmit instructions for

the purchase, redemption and transfer of Fund shares on behalf of the Accounts, and along, or with the assistance of a recordkeeping affiliate, to perform certain recordkeeping functions associated with the transfer of Fund shares into and out of the Accounts in order to recognize certain organizational economies.

NOW, THEREFORE, in consideration of their mutual promises, the Trust, the Distributor and the Company agree as follows:

ARTICLE I

Additional Definitions

1.1.      “Accounts” -- the separate accounts of the Company identified in Schedules 1A, 2A and 3A to this Agreement.

1.2      “Applicable Law” -- the federal securities laws as defined in Rule 38a-1 under the 1940 Act, any rules promulgated under the federal securities laws, FINRA regulations, any Applicable SEC Guidance, and any state or municipal laws or regulations that may apply to the Trust, the Distributor, the Company, the Accounts, or the Contracts.

1.3.      “Applicable SEC Guidance” -- any applicable: (a) SEC release, opinion, or order, as well as any published “no-action” position or written interpretive guidance by the SEC staff; and (b) FINRA interpretive memoranda or notices to members, as well as any written interpretive guidance from the FINRA staff. Applicable SEC Guidance does not include oral statements, speeches, or informal guidance by the SEC or its staff.

1.4.      “Business Day”—each day that the Trust is open for business as provided in the Trust’s Prospectus.

1.5.      “Code”—the Internal Revenue Code of 1986, as amended, and any successor thereto.

1.6.      “Contracts”—the class or classes of variable annuity contracts and/or variable life insurance policies issued by the Company and described more specifically on Schedules 1B, 2B, or 3B to this Agreement.

1.7.      “Contract Owners”—the owners of the Contracts, as distinguished from all Product Owners.

1.8.      “FINRA”—The Financial Industry Regulatory Authority, Inc.

1.9.      “Fund Documents” -- documents prepared by the Trust that, pursuant to Rule 498(e)(1), must be publicly accessible free of charge at the Web site address shown on the cover page or at the beginning of the Summary Prospectus.

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1.10.      “Fund Documents Web Site”--the web site maintained by the Trust (or its agent) where Contract Owners, prospective Contract Owners, participants in Participating Plans, or individual investors who are Qualified Persons or invest through a Qualified Person may access Fund Documents.

1.11.      “Participating Account”—a separate account investing all or a portion of its assets in the Trust, including the Accounts.

1.12.      “Participating Insurance Company”—any life insurance company with a Participating Account, including the Company.

1.13.      “Participating Plan”—any pension or profit-sharing plan qualified under Section 401 of the Code investing in the Trust and certain other retirement plans that are Qualified Persons investing in the Trust.

1.14.      “Participating Investor”—any Participating Account, Participating Insurance Company, Participating Plan, or other Qualified Person, including the Accounts and the Company.

1.15.      “Products”—variable annuity contracts and variable life insurance policies supported by Participating Accounts, including the Contracts.

1.16.      “Product Owners”—owners of Products, including Contract Owners.

1.17.      “Prospectus”—with respect to a Series (or Class) of Trust Shares or a class of Schedule 1 Contracts, each version of the definitive Prospectus or Summary Prospectus, or supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act. With respect to any provision of this Agreement requiring a party to take action in accordance with a Prospectus, Prospectus shall mean the version of the Prospectus for the applicable Series, Class or Contracts filed most recently prior to the taking of such action. For purposes of Article IX, the term “Prospectus” shall include any statement of additional information incorporated therein. With respect to a class of Schedule 2 Contracts or Schedule 3 Contracts, Prospectus includes any offering circular or memorandum for such Contracts.

1.18.      “Qualified Person” – life insurance companies and their separate accounts supporting variable annuity contracts and variable life insurance policies, pension and profit-sharing plans qualified under Section 401 of the Code, certain government retirement plans, custody accounts established for individual retirement accounts under Section 408 of the Code, custody accounts established in connection with arrangements under Section 403(b)(7) of the Code, and other persons or plans that may, under Section 817(h) of the Code and regulations thereunder, purchase Trust Shares without impairing the ability of the Accounts to treat the portfolio investments of a Fund as constituting investments of the Accounts for the purpose of satisfying the diversification requirements of Section 817(h) of the Code.

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1.19.      “Registration Statement”—with respect to the Trust Shares or Schedule 1 Contracts, the registration statement filed with the SEC to register such securities under the 1933 Act, or the most recently filed amendment thereto, in either case in the form in which it was declared or became effective. The Contracts’ Registration Statement for each class of Schedule 1 Contracts is identified on Schedule 1B to this Agreement. The Trust’s Registration Statement is filed on Form N-1A (File No. 333-35883).

1.20.      “1940 Act Registration Statement”—with respect to the Trust or Schedule 1 Accounts, the registration statement filed with the SEC to register such person as an investment company under the 1940 Act, or the most recently filed amendment thereto. The Trust’s 1940 Act Registration Statement is filed on Form N-1A (File No. 811-08361).

1.21.      “Schedule 1 Accounts”—Accounts registered under the 1940 Act as unit investment trusts and listed on Schedule 1A.

1.22.      “Schedule 2 Accounts”—Accounts excluded from the definition of an investment company as provided for by Section 3(c)(11) of the 1940 Act and listed on Schedule 2A.

1.23.      “Schedule 3 Accounts”—Accounts excluded from the definition of an investment company as provided for by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act and listed on Schedule 3A.

1.24.      “Schedule 1 Contracts”—Contracts through which interests in Schedule 1 Accounts are offered and issued, which interests are registered as securities under the 1933 Act.

1.25.      “Schedule 2 Contracts”—Contracts through which interests in Schedule 2 Accounts are offered and issued to trustees of qualified pension and profit-sharing plans and certain government plans identified in Section 3(a)(2) of the 1933 Act (which Contracts and interests are not registered as securities in reliance upon Section 3(a)(2) of the 1933 Act).

1.26.      “Schedule 3 Contracts”—Contracts through which interests in Schedule 3 Accounts are offered and issued to “accredited investors”, as that term is defined in Regulation D under the 1933 Act, or other investors permitted by Regulation D (which Contracts and interests are not registered as securities in reliance upon Regulation D).

1.27.      “SEC”—the Securities and Exchange Commission.

1.28.      “Statement of Additional Information”—with respect to the shares of the Trust or Schedule 1 Contracts, each version of the definitive statement of additional information or supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act. With respect to any provision of this Agreement requiring a party to take action in accordance with a Statement of Additional Information, Statement of Additional Information shall mean the last version so filed prior to the taking of such action.

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1.29.      “Statutory Prospectus” – a prospectus that satisfies the requirements of Section 10(a) of the 1933 Act.

1.30.      “Summary Prospectus” –a prospectus described in paragraph (b) of Rule 498 under the 1933 Act.

1.31.      “Trust Board”—the board of trustees of the Trust.

1.32.      “1933 Act”—the Securities Exchange Act of 1933, as amended.

1.33.      “1940 Act”—the Investment Company Act of 1940, as amended.

ARTICLE II

Sale of Trust Shares

2.1.      Availability of Shares

(a)      The Trust has granted to the Distributor exclusive authority to distribute the Trust Shares and to select which Series or Classes of Trust Shares shall be made available to Participating Investors. Pursuant to such authority, and subject to Article X hereof, the Distributor shall make available to the Company for purchase on behalf of the Accounts, shares of the Series and Classes listed on Schedules 1B, 2B, and 3B to this Agreement, such purchases to be effected at net asset value in accordance with Section 2.3 of this Agreement. The Distributor shall make such Series and Classes available to the Company in accordance with the terms and provisions of this Agreement until: (i) this Agreement is terminated pursuant to Article X, or (ii) the Distributor suspends or terminates the offering of shares of such Series or Classes in the circumstances described in Article X.

(b)      The parties acknowledge and agree that: (i) the Trust may revoke the Distributor’s authority to distribute Trust Shares pursuant to the terms and conditions of its distribution agreement with the Distributor, and (ii) the Trust reserves the right in its sole discretion to refuse to accept a request for the purchase of Trust Shares.

2.2.      Redemptions.   At the Company’s request, the Trust shall redeem any full or fractional Trust Shares held by the Company on behalf of an Account at net asset value in accordance with Section 2.3 of this Agreement. However, the Trust may delay redemption or suspend the right of redemption of Trust Shares of any Series or Class to the extent permitted by the Applicable Law or as disclosed in the Prospectus for such Series or Class. The Company shall not redeem Trust Shares attributable to Contract Owner investments except in the circumstances permitted in Article X of this Agreement.

2.3.      Purchase and Redemption Procedures

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(a)      The Trust hereby appoints the Company as an agent for the limited purpose of receiving purchase and redemption requests for Trust Shares by Owners of Schedule 1 Contracts to the extent such Owners make such requests indirectly through their purchase and redemption requests for units of the Schedule 1 Accounts (but not for units of the Schedule 2 Accounts or Schedule 3 Accounts). As a limited agent for the Trust, receipt of requests for the purchase and redemption of units of the Schedule 1 Accounts on any Business Day by the Company prior to the Trust’s close of business, as disclosed from time to time in the applicable Prospectus for such Series or Class (which as of the date of execution of this Agreement is the close of regular trading on the New York Stock Exchange), shall constitute receipt by the Trust on that Business Day of requests from such Schedule 1 Accounts for the purchase and redemption of Trust Shares necessary to facilitate such purchase and redemption of units of such Schedule 1 Accounts. This limited agency only extends to requests by the Schedule 1 Accounts for the purchase and redemption of Trust Shares that the Trust (or its transfer agent) receives by 9:00 a.m. New York Time on the next following Business Day. Such requests for the purchase and redemption of Trust Shares may be communicated by facsimile, electronic mail, or telephone to the office or person designated by the Trust and shall be confirmed by facsimile or electronic mail.

(b)      The Company shall pay for Trust Shares on the same day that it provides a purchase request for such Shares. Payment for Trust Shares shall be made in federal funds transmitted to the Trust by wire by 6:00 p.m. New York Time on that day (unless the Trust determines and so advises the Company that sufficient proceeds are available from redemption of Trust Shares of other Series or Classes on that day by the Company). Proceeds from the redemption of Trust Shares requested pursuant to an order received by the Company after the Trust’s close of business on any Business Day shall not be applied to the payment for shares for which a purchase order was received prior to the Trust’s close of business on the same day. If federal funds are not received on time, issuance of the requested Trust Shares will be cancelled and such funds will be applied to the purchase of Trust Shares as soon as practicable after receipt of such funds at the Share price next computed after receipt. If the issuance of Trust Shares is canceled because federal funds are not timely received, the Company shall indemnify the respective Fund and the Distributor with respect to all costs, expenses and losses relating thereto.

(c)      Payment for Trust Shares redeemed shall be made in federal funds transmitted by wire to the Company, such funds normally to be transmitted by 6:00 p.m. New York Time on the same Business Day the Trust receives the redemption request (unless redemption proceeds are to be applied to the purchase of Trust Shares of other Series or Classes in accordance with Section 2.3(b) of this Agreement). If mutually agreed upon by the parties, and to the extent permitted by Applicable Law and consistent with the Trust’s prospectus, payment for redeemed Trust Share may be made in assets other than cash. The Trust shall not be responsible for the proper disbursement or crediting of redemption proceeds by the Company or the Accounts. The Trust shall not bear responsible for the proper disbursement or crediting of redemption proceeds by the Company or the Accounts.

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(d)      Any purchase or redemption request for Trust Shares held or to be held by the Company’s general account shall be effected at the net asset value per share next determined after the Trust’s actual receipt of such request, provided that payment for Trust shares purchased is received by the Trust in federal funds prior to the Trust’s close of business, as defined from time to time in the Prospectus for such Series or Class.

(e)      The Company and the Trust shall provide each other with all information necessary to effect wire transmissions of federal funds to the other party or the other party’s agents pursuant to such protocols and security procedures as the parties may agree upon from time to time. The Trust and the Company, as applicable, shall notify the other in writing of any changes in such information at least three Business Days in advance of when such change is to take effect. The Company and the Trust shall observe customary procedures to protect the confidentiality and security of such information.

(f)      The procedures set forth in this Section 2.3 are subject to any additional terms set forth in the applicable Prospectus for the Series or Class and by the requirements of Applicable Law.

2.4.      Net Asset Value.   The Trust shall use its best efforts to inform the Company by 7:00 p.m. New York Time of the net asset value per share for each Series and Class available to the Company. The Trust shall calculate such net asset values in accordance with the Prospectus for such Series or Class.

2.5.      Dividends and Distributions.   The Trust shall use reasonable efforts to furnish notice to the Company by 7:00 p.m. New York Time of any income dividends or capital gain distributions payable on any Series or Class shares. The Company, on its behalf and on behalf of the Accounts, hereby elects to receive all such dividends and distributions in the form of additional shares of that Series or Class. The Company reserves the right, on its behalf and on behalf of the Accounts, to revoke this election and to receive all such dividends and capital gain distributions in cash; to be effective, such revocation must be made in writing and received by the Trust at least [ten] Business Days prior to a dividend or distribution date. The Trust shall notify the Company promptly of the number of Series or Class shares so issued as payment of such dividends and distributions.

2.6.      Book Entry.   Issuance and transfer of Trust Shares shall be by book entry only. Stock certificates will not be issued to the Company or the Accounts. Purchase and redemption orders for Trust Shares shall be recorded in an appropriate ledger for each Account.

2.7.      Pricing Errors.   Any material errors in the calculation of the net asset value of a Fund, the net asset value per share of any Series or Class of Trust Shares, dividends or capital gain information shall be reported to the Company immediately upon discovery. An error shall be deemed “material” based on the Trust’s interpretation of Applicable Law. To the extent necessary for the Company to reimburse Contract Owners for actual losses, the Distributor shall reimburse the Company for losses arising as a direct result of any material error in the

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calculation of the net asset value of any Fund or the net asset value per share of any Series or Class of Trust Shares. Neither the Trust, any Fund, the Distributor, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement, which information is based on incorrect information supplied by or on behalf of the Company or any other Participating Company to the Trust or the Distributor.

2.8.      Limits on Purchasers.   The Distributor and the Trust shall sell Trust Shares only to insurance companies and their separate accounts and to other Qualified Persons. The Distributor and the Trust shall not sell Trust Shares to any insurance company or separate account unless an agreement complying with Article VIII of this Agreement is in effect to govern such sales. The Distributor and the Trust shall not sell more than 10% of any Series of Trust Shares to any Participating Plan unless an agreement is in effect between the Distributor, the Trust and the trustee (or other fiduciary) of the Plan containing provisions substantially the same as those in Article VIII of this Agreement. The Distributor and the Trust shall not sell Trust Shares to any Participating Plan unless a written acknowledgment of the foregoing condition is received from the trustee (or other fiduciary) of the Plan.

2.9.      Disruptive Trading.

GWFS Equities Inc. and the Trust have entered into a SEC Rule 22c-2 Agreement dated April 10, 2007 which is incorporated by reference herein.

ARTICLE III

Representations and Warranties

3.1.      Company.   The Company represents and warrants that: (a) it is an insurance company duly organized and in good standing under the laws of the jurisdiction of its organization, (b) it has legally and validly established each Account as a segregated asset account under applicable state law to serve as segregated investment accounts for the Contracts, (c) each Schedule 1 Account is registered as a unit investment trust under the 1940 Act and each such Account’s 1940 Act Registration Statement has been filed with the SEC in accordance with the 1940 Act, (d) the Schedule 2 Accounts and Schedule 3 Accounts each qualify for the exclusions on which they rely for not registering as investment companies under the 1940 Act, (e) it has registered, or will register, all Schedule 1 Contracts offered and sold pursuant to this Agreement under the 1933 Act and, except as provided in Article 4.2 of this Agreement, has effective Registration Statements for that purpose, (f) it will offer and sell the Contracts in compliance in all material respects with all applicable federal and state laws and regulations, including, but not limited to, state insurance law and federal securities law suitability requirements, (g) the Contracts have been filed, qualified and/or approved for sale, as applicable, under the insurance laws and regulations of the states in which the Contracts will be offered, (h) sales of the Schedule 2 Contracts and Schedule 3 Contracts properly qualify for exemptions on which the Company relies in not registering such Contracts, or interests in the Account through which each is issued, under the 1933 Act, (i) its activities and those of its employees in promoting the sale and distribution of the Contracts and effecting Contract Owner transactions in Account units have not caused, and will not cause, the Company to be deemed a broker-dealer,

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(j) orders it places for the purchase and redemption of Trust Shares pursuant to Article 2.3 of this Agreement are the net result of transactions in units issued by an Account, instructions for which are received by the Company prior to the Trust’s close of business as defined from time to time in the applicable Prospectus for such Series or Class (which as of the date of execution of this Agreement is the close of regular trading on the New York Stock Exchange), (k) as long as this Agreement remains in effect, it shall remain in continuous compliance with Article 6.3, Article 6.4 and Article 6.5 of this Agreement, (l) it complies with the requirements of Rule 498 under the 1933 Act and Applicable SEC Guidance regarding the Rule in connection with delivery of Summary Prospectuses for the Series and Classes of Trust Shares available under this Agreement, (m) it maintains policies and procedures reasonably designed to ensure that it can meet obligations in connection with Summary Prospectuses, and (n) it will notify the Distributor and the Trust promptly if for any reason it is unable to perform its obligations under this Agreement.

3.2.      Trust.   The Trust represents and warrants that: (a) it is a statutory trust duly organized and validly existing under Delaware law, (b) it is registered under the 1940 Act as an open-end management investment company and has filed a 1940 Act Registration Statement with the SEC in accordance with the provisions of the 1940 Act, (c) Trust Shares issued pursuant to this Agreement have been, or will be, duly authorized and validly issued in accordance with Applicable Law, (d) it will offer and sell Trust Shares pursuant to this Agreement in compliance in all material respects with all applicable federal and state laws and regulations, (e) it has registered, or will register, all Trust Shares offered and sold pursuant to this Agreement under the 1933 Act and has an effective Registration Statement for that purpose, (f) as long as this Agreement remains in effect, it shall remain in continuous compliance with Article 6.1 and Article 6.2 of this Agreement, (g) the Trust’s Board, a majority of whom are not interested persons of the Trust, have formulated and approved any plans to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plans”), (h) it complies with the requirements of Rule 498 under the 1933 Act and Applicable SEC Guidance regarding the Rule in connection with the offer and sale of Trust Shares, (i) it maintains policies and procedures reasonably designed to ensure that Fund Documents are available on the Fund Documents Web Site in the manner required by Rule 498(e)(1), (e)(2), and (e)(3) and Applicable SEC Guidance related thereto, and (j) as provided by Rule 498(e)(e)(4)(ii), it shall take prompt action to ensure that Fund Documents become available in the manner required by Rule 498(e)(1), (e)(2), and (e)(3) and Applicable SEC Guidance as soon as practicable following the earlier of the time it knows or should reasonably have known that the Fund Documents are not available in the required manner.

3.3.      Distributor.   The Distributor represents and warrants that: (a) it is a limited partnership duly organized and in good standing under New York law, and (b) it is registered as a broker-dealer under federal and applicable state securities laws and is a member in good standing of FINRA.

3.4.      Legal Authority.   Each party represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate, partnership or trust action, as applicable, by

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such party, and, when so executed and delivered, this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

ARTICLE IV

Regulatory Requirements

4.1.      Trust Filings.   The Trust shall amend its Registration Statement from time to time and maintain its effectiveness as required in order to effect the continuous offering of Trust Shares in compliance with Applicable Law. Notwithstanding the foregoing, the Trust shall register and qualify Trust Shares for sale in accordance with the laws of various states if, and to the extent, deemed advisable by the Trust or the Distributor. The Trust shall amend its 1940 Act Registration Statement as required by the 1940 Act to maintain its registration under the 1940 Act for as long as Trust Shares are outstanding. The Trust shall file Form 24F-2 and pay 1933 Act registration fees for all Series and Classes of Trust Shares as required by Rule 24f-2 under the 1940 Act. The Trust shall comply in all material respects with the 1940 Act.

4.2.      Account Filings.   The Company shall amend the Registration Statement for each Schedule 1 Contract from time to time and maintain its effectiveness as required in order to effect the continuous offering of such Contracts in compliance with Applicable Law for as long as purchase payments are made under such Contracts. Notwithstanding the foregoing, the Company: (a) may permit the effectiveness of a Schedule 1 Contract’s Registration Statement to expire if the Company has supplied the Trust with an SEC “no-action” letter or opinion of counsel satisfactory to the Trust’s counsel to the effect that maintaining such Registration Statement on a current basis is no longer required, and (b) shall register and qualify the Contracts for sale in accordance with the securities laws of the various states only if, and to the extent, it considers such registration and qualification necessary. The Company shall amend each Schedule 1 Account’s 1940 Act Registration Statement as required by the 1940 Act to maintain the Account’s registration under the 1940 Act for as long as the Schedule 1 Contracts issued through that Account are in force. With regard to each Schedule 1 Account and Schedule 3 Account, the Company shall comply in all material respects with the 1940 Act.

The Company shall be responsible for filing all Contract forms, applications, marketing materials and other documents relating to the Contracts and/or the Accounts with state insurance commissions, as required or as is customary, and shall use its best efforts: (a) to obtain any and all approvals thereof, under applicable state insurance law, of each state or other jurisdiction in which Contracts are or may be offered for sale, and (b) to keep such approvals in effect for so long as the Contracts are outstanding.

4.3.      Delivery of Prospectuses by the Company.   The Company shall deliver (or arrange for delivery of) an appropriate Prospectus to each prospective Contract Owner describing in all material respects the terms and features of the Contract being offered. Except as provided below, the Company also shall deliver (or arrange for delivery of) a Summary Prospectus for each Fund that a prospective Contract Owner identifies on his or her application as an intended

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investment option under a Contract or to which a Contract Owner allocates premium payments to or transfers Contract value. In addition, the Company reserves the right to deliver (or arrange for delivery of) the Statutory Prospectus in place of the Summary Prospectus. The Company shall deliver (or arrange for delivery of) such Summary or Statutory Prospectuses at the times and in the manner required by applicable provisions of the 1933 Act and rules or regulations thereunder and Applicable SEC Guidance.

4.4.      Specific Requests for Summary Prospectuses.   The Company may bind together the Summary Prospectuses or Statutory Prospectuses for the Series and Classes available under this Agreement with Summary Prospectuses and Statutory Prospectuses for shres of other investment companies available as investment options under a Contract and the Prospectus(es) describing the Contract(s) provided that such binding is done in compliance with Rule 498(c)(2) and any Applicable SEC Guidance. The Company shall deliver all Summary Prospectuses and all Statutory Prospectuses in compliance with the Greater Prominence requirements of Rule 498(f)(2) and any Applicable SEC Guidance.

4.5.      Web Site Posting.   The Trust shall maintain the Fund Documents Web Site. The Company shall be permitted, but not required, to post a copy of the Trust’s Statutory Prospectuses and/or Summary Prospectuses on the Company’s Web site.

4.6.      Response to Requests for Additional Fund Documents.   Within three (3) Business Days of receiving a request for a paper copy of a Fund Document, the Trust shall promptly send the same to the person requesting it free of charge. Within three (3) Business Days of receiving a request for an electronic copy of a Fund Document, the Trust shall send, by e-mail to the requestor, either a PDF copy of, or an electronic link to, the same free of charge.

4.7.      Cessation of Use of Summary Prospectuses.   The Trust shall provide the Company with at least thirty (30) days advance written notice of its intent to cease using the Summary Prospectus delivery option so that the Company can arrange to deliver a Statutory Prospectus in place of a Summary Prospectus in compliance with Section 4.3 of this Agreement. In order to comply with Rule 498(e)(1), the Trust shall continue to maintain the Fund Documents Web Site in compliance with the requirements of this Agreement and Rule 498 for a minimum of 90 days after the termination of any such notice period.

4.8.      Voting of Trust Shares.   The extent required by Section 12(d)(1)(E)(iii)(aa) of the 1940 Act or Rule 6e-2 or Rule 6e-3(T) thereunder, or other Applicable Law, whenever the Trust shall have a meeting of holders of any Series or Class of Trust Shares, the Company shall:

— solicit voting instructions from Contract Owners;

— vote Trust Shares held in each Account at such shareholder meetings in accordance with instructions received from Contract Owners;

— vote Trust Shares held in each Account for which it has not received timely instructions in the same proportion as it votes the applicable Series or Class of Trust Shares for which it has received timely instructions; and

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— vote Trust Shares held in its general account in the same proportion as it votes the applicable Series or Class of Trust Shares held by the Accounts for which it has received timely instructions.

Except with respect to matters as to which the Company has the right in connection with Schedule 1 Contracts under Rule 6e-2 or Rule 6e-3(T) under the 1940 Act, to vote Trust Shares without regard to voting instructions from Contract Owners, neither the Company nor any of its affiliates will recommend action in connection with, or oppose or interfere with, the actions of the Trust Board to hold shareholder meetings for the purpose of obtaining approval or disapproval from shareholders (and, indirectly, from Contract Owners) of matters put before the shareholders.

The Company shall remain responsible for ensuring that it calculates voting instructions and votes Trust Shares at shareholder meetings in a manner consistent with other Participating Investors. The Trust will notify the Company of any changes to the SEC Order, the conditions attaching thereto, or to any interpretation of the Order or conditions.

4.9.      State Insurance Law Restrictions.   The Company acknowledges and agrees that it is the responsibility of the Company and other Participating Insurance Companies to determine investment restrictions and any other restrictions, limitations or requirements under state insurance law applicable to any Fund or the Trust or the Distributor, and that neither the Trust nor the Distributor shall bear any responsibility to the Company, other Participating Insurance Companies or any Product Owners for any such determination or the correctness of such determination. Schedule 4 sets forth any investment restrictions that the Company and/or other Participating Insurance Companies have determined are applicable to any Fund and with which the Trust has agreed to comply as of the date of this Agreement. The Company shall inform the Trust of any investment restrictions imposed by state insurance law that the Company determines may become applicable to the Trust or a Fund from time to time as a result of the Accounts’ investment therein, other than those set forth on Schedule 4 to this Agreement. Upon receipt of any such information from the Company or any other Participating Insurance Company, the Trust shall determine whether it is in the best interests of shareholders to comply with any such restrictions. If the Trust determines that it is not in the best interests of shareholders (which, for this purpose, shall mean Product Owners) to comply with a restriction determined to be applicable by the Company, the Trust shall so inform the Company, and the Trust and the Company shall discuss alternative accommodations. If the Trust determines that it is in the best interests of shareholders to comply with such restrictions, the Trust and the Company shall amend Schedule 4 to this Agreement to reflect such restrictions, subject to obtaining any required shareholder approval thereof.

4.10.      Interpretation of Law.   The Trust, the Distributor and their affiliates are not responsible or liable for acts or omissions by the Company or the Company’s affiliates taken (or not taken) in reliance upon any statements or representations made by the Trust, the Distributor or any of their affiliates or their legal advisers, to the Company or the Company’s affiliates concerning the applicability of any Applicable Law or Applicable SEC Guidance to the activities contemplated by this Agreement.

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The Company and its affiliates are not responsible or liable for acts or omissions by the Trust, the Distributor and their affiliates taken (or not taken) in reliance upon any statements or representations made by the Company or its affiliates or their legal advisers, to the Trust, the Distributor and their affiliates concerning the applicability of any Applicable Law or Applicable SEC Guidance to the activities contemplated by this Agreement.

4.11.      Disclosure.   The Trust’s prospectus shall state that the statement of additional information for the Trust is available from either the Distributor or the Trust. The Trust hereby notifies the Company that it is appropriate to include in Contract Prospectuses, disclosure of the potential risks of mixed and shared funding.

4.12.      Drafts of Filings.   The Trust and the Company shall provide to each other copies of draft versions of any Registration Statements, Prospectuses, Statements of Additional Information, periodic and other shareholder or Contract Owner reports, proxy statements, information statements, solicitations for voting instructions, applications for exemptions (including applications by the Company to the SEC seeking approval of substitutions of any Fund under Section 26(c) of the 1940 Act), requests for no-action letters, and all amendments or supplements to any of the above, prepared by or on behalf of either of them and that mentions the other party by name. Such drafts shall be provided to the other party sufficiently in advance of filing such materials with regulatory authorities in order to allow such other party a reasonable opportunity to review the documents.

4.13.      Copies of Filings.   The Trust and the Company shall provide to each other at least one complete copy of all Registration Statements, Prospectuses, Statements of Additional Information, periodic and other shareholder or Contract Owner reports, proxy statements, information statements, solicitations of voting instructions, applications for exemptions (including applications by the Company to the SEC seeking approval of substitutions of any Fund under Section 26(c) of the 1940 Act), requests for “no-action” letters, and all amendments or supplements to any of the above, that relate to the Trust, the Contracts or the Accounts, as the case may be, promptly after the filing by or on behalf of each such party of such document with the SEC or other regulatory authorities (it being understood that this provision is not intended to require the Trust to provide to the Company copies of any such documents prepared, filed or used by Participating Investors other than the Company and the Accounts). If the Trust, Distributor or any of their affiliates are named in the filing(s), the Company shall send the filings to the contacts listed in Article XII.

4.14.      Regulatory Responses.   Each party shall promptly provide to all other parties copies of responses to no-action requests, notices, orders and other rulings received by such party with respect to any filing covered by Section 4.13 of this Agreement. If the Trust, Distributor or any of their affiliates are named in the regulatory response(s), the Company shall send the regulatory response(s) to the contacts listed in Article XII.

4.15.      Complaints and Proceedings.

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(a)      The Trust and/or the Distributor shall immediately notify the Company of: (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order (but not including an order of a regulatory body exempting or approving a proposed transaction or arrangement) with respect to the Trust’s Registration Statement or the Prospectus of any Series or Class, (ii) any request by the SEC for any amendment to the Trust’s Registration Statement or the Prospectus of any Series or Class, (iii) the initiation of any proceedings for that purpose or for any other purposes relating to the registration or offering of the Trust Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Trust Shares or any Class or Series in any state or jurisdiction, including, without limitation, any circumstance in which (A) such shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (B) such law precludes the use of such shares as an underlying investment medium for the Contracts. The Trust will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

(b)      The Company shall immediately notify the Trust and the Distributor of: (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order (but not including an order of a regulatory body exempting or approving a proposed transaction or arrangement) with respect to the Contracts’ Registration Statement or the Contracts’ Prospectus, (ii) any request by the SEC for any amendment to the Contracts’ Registration Statement or Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purposes relating to the registration or offering of the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of the Contracts or any class of Contracts in any state or jurisdiction, including, without limitation, any circumstance in which such Contracts are not registered, qualified and approved, and, in all material respects, issued and sold in accordance with applicable state and federal laws. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

(c)      Each party shall immediately notify the other parties when it receives notice, or otherwise becomes aware of, the commencement of any litigation or proceeding against such party or a person affiliated with such party arising in connection with the Trust or the Accounts or the issuance or sale of Trust Shares or the Contracts.

(d)      The Company shall provide to the Trust and the Distributor any complaints it has received from Contract Owners pertaining to the Trust or a Fund, and the Trust and Distributor shall each provide to the Company any complaints it has received from Contract Owners relating to the Contracts.

4.16.      Cooperation.   Each party hereto shall cooperate with the other parties and all appropriate government authorities (including without limitation the SEC, FINRA and state

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securities and insurance regulators) and to the extent required by Applicable law, shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry by any such authority relating to this Agreement or the transactions contemplated hereby. However, such access shall not extend to attorney-client privileged information.

ARTICLE V

Sale, Administration and Servicing of the Contracts

5.1.      Sale of the Contracts.   The Company shall be fully responsible as to the Trust and the Distributor for the sale and marketing of the Contracts. The Company shall provide Contracts, the Contracts’ and Trust’s Prospectuses (or Summary Prospectuses), Contracts’ and Trust’s Statements of Additional Information, and all amendments or supplements to any of the foregoing to Contract Owners and prospective Contract Owners, all in accordance with Applicable Law. Without limiting the generality of the foregoing, the Company shall: (1) enter into and enforce agreements with affiliated and unaffiliated parties to, and (2) adopt and implement written compliance policies and procedures reasonably designed to, ensure that:

— all persons offering or selling the Contracts are duly licensed and registered under Applicable Law,

— all individuals offering or selling the Contracts are duly appointed agents of the Company and are registered representatives of a FINRA member broker-dealer,

— each sale of a Contract satisfies all suitability requirements under Applicable Law,

— all persons offering or selling the Contracts disclose to prospective Contract Owners remuneration each expects to receive in connection with sales of the Contracts and any conflicts of interest arising therefrom as required by Applicable Law, and

— no persons offering or selling the Contracts intend to engage in Account unit transactions that would violate the Company’s or the Trust’s Disruptive Trading Policies.

— Prospectuses are delivered as required by Article IV of this Agreement and Applicable Law.

5.2.      Anti-Money Laundering.   The Company shall comply with all Applicable Law designed to prevent money “laundering”, and if required by such laws or regulations, to share with the Trust information about individuals, entities, organizations and countries suspected of possible terrorist or money “laundering” activities in accordance with Section 314(b) of the USA Patriot Act. In particular, the Company agrees that:

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— as part of processing an application for a Contract, it will verify the identity of applicants and, if an applicant is not a natural person, will verify the identity of prospective principal and beneficial owners submitting an application for a Contract,

— as part of its ongoing compliance with the USA Patriot Act, it will, from time to time, reverify the identity of Contract Owners, including the identity of principal and beneficial owners of Contracts held by non-natural persons,

— as part of processing an application for a Contract, it will verify that no applicant, including prospective principal or beneficial Contract Owners, is a “specially designated national” or a person from an embargoed or “blocked” country as indicated by the Office of Foreign Asset Control (“OFAC”) list of such persons,

— as part of its ongoing compliance with the USA Patriot Act, it will, from time to time, reverify that no Contract Owner, including a principal or beneficial Contract Owners, is a “specially designated national” or a person from an embargoed or “blocked” country as indicated by the OFAC list of such persons,

— it will ensure that money tendered to the Trust as payment for Trust Shares did not originate with a bank lacking a physical place of business (i.e., a “shell” bank) or from a country or territory named on the list of high-risk or non-cooperating countries or jurisdictions published by the Financial Action Task Force, and

— if any of the foregoing cease to be true, the Trust or its agents, in compliance with the USA Patriot Act or Bank Secrecy Act, may seek authority to block transactions in Account units arising from accounts of one or more such Contract Owners with the Company or of one or more of the Company’s accounts with the Trust.

The Trust and the Distributor shall comply with all Applicable Laws designed to prevent money “laundering”, and if required by such laws or regulations, to share with the Company information about individuals, entities, organizations and countries suspected of possible terrorist or money “laundering” activities in accordance with Section 314(b) of the USA Patriot Act.

5.3.      Administration and Servicing of the Contracts.   The Company shall be fully responsible for the underwriting, issuance, service and administration of the Contracts and for the administration of the Accounts, including, without limitation, the calculation of performance information for the Contracts, the timely payment of Contract Owner redemption requests and processing of Contract transactions, and the maintenance of a service center, such functions to be performed in all respects at a level commensurate with those standards prevailing in the variable insurance industry. The Company shall provide to Contract Owners all Trust reports,

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information statements, proxy statements and other voting instruction solicitation materials, and updated Trust Prospectuses (or Summary Prospectuses) as required by Applicable Law.

5.4.      Trust Prospectuses and Reports.   In order to enable the Company to fulfill its obligations under this Agreement and Applicable Law, the Trust shall provide the Company with a copy, in camera-ready form or form otherwise suitable for printing or duplication of: (a) the Trust’s Prospectus for the Series and Classes listed on Schedules 1B, 2B, and 3B and any supplement thereto; (b) any Trust proxy soliciting material for such Series or Classes; and (c) any Trust periodic shareholder reports. The Trust and the Company may amend this section 5.4, but the Trust reserves the right to require its prior approval of the printing of the foregoing documents. The Trust shall make available to the Company on the Trust’s website each Statement of Additional Information and supplement thereto. The Trust shall provide the Company at least 10 days advance written notice when any such material shall become available, provided, however, that in the case of a supplement, the Trust shall provide the Company notice reasonable in the circumstances, it being understood that circumstances surrounding such supplement may not allow for advance notice. The Company may not alter any material so provided by the Trust or the Distributor (including, without limitation, presenting or delivering such material in a different medium such as electronic mail or attachments thereto) without the prior written consent of the Distributor.

5.5.      Trust Advertising Material.   Neither the Company or any person directly or indirectly authorized by the Company (including, without limitation, underwriters, distributors, and sellers of the Contracts) shall use any piece of advertising, sales literature or other promotional material in which the Trust, the Distributor, or an affiliate of either is named, except with the prior written consent of the Trust or the Distributor. The Company shall furnish to the Trust or the Distributor each such piece of advertising, sales literature or other promotional material at least ten (10) days prior to its use. The Trust or the Distributor shall respond to any request for written consent on a prompt and timely basis, but failure to respond shall not relieve the Company of the obligation to obtain the prior written consent of the Trust or the Distributor. After receiving the Trust’s or Distributor’s consent to the use of any such material, no further changes may be made without obtaining the Trust’s or Distributor’s written consent to such changes. The Trust or Distributor may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, the Company shall no longer use the material subject to such revocation. The Company shall not be responsible for filing any materials with FINRA.

5.6.      Contracts Advertising Material.   The Trust and the Distributor shall not use any piece of advertising, sales literature or other promotional material in which the Company, an Account or a Contract is named, except with the prior written consent of the Company. The Trust or the Distributor shall furnish to the Company each such piece of advertising, sales literature or other promotional material at least ten (10) days prior to its use. The Company shall respond to any request for written consent on a prompt and timely basis, but failure to respond shall not relieve the Trust or the Distributor of the obligation to obtain the prior written consent of the Company. After receiving the Company’s consent to the use of any such material, no further changes may be made by the Trust or Distributor without obtaining the Company’s

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consent to such changes. The Company may at any time in its sole discretion revoke any written consent, and upon notification of such revocation, neither the Trust nor the Distributor shall use the material subject to such revocation. The Trust and the Distributor shall not be responsible for filing any such materials with FINRA.

5.7.      Trade Names.   No party shall use any other party’s names, logos, trademarks or service marks, whether registered or unregistered, without the prior written consent of such other party, or after written consent therefor has been revoked. The Company shall not use in advertising, publicity or otherwise the name of the Trust, Distributor, or any of their affiliates nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Trust, Distributor, or their affiliates without the prior written consent of the Trust or the Distributor in each instance.

5.8.      Additional Covenants and Representations by Company.   Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust’s Registration Statement or the Trust’s Prospectuses or in proxy statements for the Trust, or in advertisements, sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

The Company represents that advertisements, sales literature or other promotional material for the Contracts prepared by the Company or its affiliates is and will be consistent with Applicable Law, including, but not limited to, FINRA Conduct Rule 2210 and IM-2210-1, IM-2210-2 and IM-2210-3 thereunder.

The Company has adopted and implemented, or shall adopt and implement, written compliance procedures reasonably designed to ensure that information concerning the Trust, the Distributor, or any of their affiliates which is intended for use by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract Owners or prospective Contract Owners) is so used. Neither the Trust, the Distributor, nor any of their affiliates shall be liable for any losses, damages, or expenses relating to the improper use of such “broker only” materials by agents of the Company or its affiliates who are unaffiliated with the Trust or the Distributor.

The parties agree that this Section 5.8 is not intended to imply that the Company is an underwriter or distributor of the Trust’s shares or a dealer in the Trust’s shares.

5.9.      Additional Covenants and Representations by Trust.   Except with the prior written consent of the Company, the Trust shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts or the Contracts other than the information or representations contained in the appropriate Contract Registration Statement or Contract Prospectus or in published reports of or statements by the Company or the Accounts which are in the public domain or in advertisements, sales literature or

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other promotional material approved in writing by the Company in accordance with this Article V.

The Trust represents that advertisements, sales literature or other promotional material for the Trust prepared by the Distributor or its affiliates in connection with the sale of the Contracts is and will be consistent with Applicable Law, including, but not limited to, FINRA Conduct Rule 2210 and IM-2210-1, IM-2210-2 and IM-2210-3 thereunder.

The Trust or the Distributor shall mark information produced by or on behalf of the Trust which is intended for use by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract Owners or prospective Contract Owners) “FOR BROKER USE ONLY,” and neither the Company nor any of its affiliates shall be liable for any losses, damages, or expenses arising on account of the use by brokers of such information with third parties in the event that it is not so marked.

5.11.      Advertising.   For purposes of this Article V, the phrase “advertising, sales literature or other promotional material” includes, but is not limited to, any material constituting sales literature or advertising under FINRA Conduct rules, the 1940 Act or the 1933 Act. Such material includes, without limitation, the following materials for prospective Contract Owners, existing Contract Owners, wholesalers and other broker-dealers, rating or ranking agencies, or the press:

— advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, websites, or other public media),

— sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, electronic mail, or published article),

— educational or training materials or other communications distributed or made generally available to some or all agents or employees, and

— registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials.

ARTICLE VI

Compliance with Code

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6.1.      Section 817(h).   The Trust will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and regulations thereunder. Without limiting the scope of the foregoing, the Trust shall ensure that each Fund will comply with Section 817(h) of the Code and Treasury Regulation 1.817-5 thereunder, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications to such Section and Regulation or successors thereto. The Trust shall notify the Company immediately upon having a reasonable basis for believing that a Fund has failed to so comply or that it might not comply in the future.

6.2.      Subchapter M.   The Trust shall maintain the qualification of each Fund as a regulated investment company (under Subchapter M of the Code or any successor or similar provision), and the Trust shall notify the Company immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future.

6.3.      Contracts.   The Company shall ensure that at the time each Contract is issued it is treated as a life insurance, endowment, or annuity contract under applicable provisions of the Code, and that as long as the Accounts hold shares of the Trust the Company shall maintain such treatment for each outstanding Contract. The Company shall notify the Trust and the Distributor immediately upon having any basis for believing that the Contracts will not be treated as life insurance, endowment, or annuity contracts under applicable provisions of the Code.

6.4      Regulation 1.817-5(f).   The Company shall ensure that no Fund fails to remain eligible for “look-through” treatment under Treasury Regulation 1.817-5(f) by reason of a current or future failure of the Company, the Accounts or the Contracts to comply with any applicable requirements of the Code or Treasury Regulations. The Company shall notify the Trust and the Distributor immediately upon having any basis for believing that the failure of the Company, the Accounts or the Contracts to comply with any applicable requirements of the Code or Treasury Regulations could render a Fund ineligible, or jeopardize a Fund’s eligibility, for “look-through” treatment under Treasury Regulation 1.817-5(f). In the event of such a failure, the Company shall take all necessary steps to cure any such failure, including, if necessary, obtaining a waiver or closing agreement with respect to such failure from the U.S. Internal Revenue Service at the Company’s expense.

6.5.      Modified Endowment Contracts.   The Company shall ensure that any Prospectus offering a variable life insurance Contract in circumstances where it is reasonably probable that such Contract would be a “modified endowment contract,” as that term is defined in Section 7702A of the Internal Revenue Code, will identify such Contract as a modified endowment contract.

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ARTICLE VII

Expenses

7.1.      Expenses.   All expenses incident to each party’s performance under this Agreement (including expenses expressly assumed by such party pursuant to this Agreement) shall be borne by such party to the extent permitted by law.

7.2.      Trust Expenses.   Expenses incident to the Trust’s performance of its duties and obligations under this Agreement include, but are not limited to, the costs of:

(a)      registration and qualification of the Trust Shares under the federal securities laws;

(b)      preparation and filing with the SEC of the Trust’s Prospectuses, Summary Prospectuses, Statement of Additional Information, Registration Statement, information statements, proxy statements and other proxy materials, shareholder reports, and preparation of a “camera-ready” copy of the foregoing;

(c)      preparation of all statements and notices required by Applicable Law;

(d)      provision and maintenance of the Fund Documents Web Site;

(e)      printing of all information statements, proxy statements and other proxy materials, shareholder reports, Prospectuses, Summary Prospectuses and other documents required to be provided by the Trust to its existing shareholders, and providing sufficient copies of the same to the Company for distribution to Contract Owners then invested in Trust Shares; provided, however, that if the Company prints copies of a Trust Prospectus (or portions thereof) or Summary Prospectus as part of a larger document containing Prospectuses of other investment companies, the Trust shall bear the expense only of its share of the cost of printing the document. For this purpose, the Trust’s share shall be the percentage of the total cost of the document represented by the ratio that the number of pages of the Trust’s Prospectus or Summary Prospectus bears to the total number of pages in the document;

(f)      all taxes on the issuance or transfer of Trust Shares;

(g)      payment of all expenses of operating the Trust, including, without limitation, expenses relating to fees for custody, auditing, transfer agency services, legal services, investment management services, and insurance coverage, as well as Trustee compensation and 1940 Act Rule 24f-2 fees in connection with sales of Trust Shares to Schedule 2 Accounts, Schedule 3 Accounts, and Qualified Persons;

(h)      payment of any expenses permitted to be paid or assumed by the Trust pursuant to a Rule 12b-1 Plan; and

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(i)      solicitation of voting instructions from Contract Owners, including distribution of Trust proxy statements and other proxy materials.

7.3.      Company Expenses.   Expenses incident to the Company’s performance of its duties and obligations under this Agreement include, but are not limited to, the costs of:

(a)      registration and qualification of the Schedule 1 Contracts under Applicable Law;

(b)      preparation of Contract Prospectuses, preparation of Registration Statements with the SEC for Schedule 1 Contracts, payment of registration fees for Schedule 1 Contracts pursuant to Rule 24f-2 under the 1940 Act;

(c)      the sale, marketing and distribution of the Contracts, including compensation for Contract sales, printing and delivery of Contract Prospectuses to current and prospective Contract owners, and printing and delivery of the Trust’s Prospectuses or Summary Prospectuses to prospective Contract Owners;

(d)      provision and maintenance of internet websites other than the Fund Documents Web Site;

(e)      administration of the Contracts;

(f)      payment of all expenses of operating the Accounts; and

(g)      preparation, printing and delivery of all statements and notices to Contract Owners required by Applicable Law other than those paid for by the Trust.

7.4.      Other Expenses and Payments.   The Trust and the Distributor shall pay no fee or other compensation to the Company under this Agreement. Each party, however, shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses paid by such other parties, but allocated to it. In addition, nothing herein shall prevent the parties from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Distributor, the Company or the Accounts.

Notwithstanding the foregoing, pursuant to any Rule 12b-1 Plan adopted by the Trust, and as contemplated by Article 3.2(g) of this Agreement, the Trust or any Series or Class thereof may pay the Distributor, and the Distributor may pay the principal underwriter or distributor of one or more classes of Contracts, for activities primarily intended to result in the sale of Trust Shares to the Accounts through which such Contracts are issued. Likewise, if the Trust or any Series or Class adopts and implements a shareholder service plan pursuant to Rule 12b-1 under the 1940 Act, or otherwise, then the Trust or the appropriate Series or Class may pay the Distributor and the Distributor may pay the principal underwriter or distributor of one or more

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classes of Contracts, or the Company, for activities related to personal service and/or maintenance of Contract Owner accounts, as permitted by such plan.

ARTICLE VIII

Potential Conflicts

8.1.      SEC Order.   The parties to this Agreement acknowledge that the Trust has obtained the SEC Order granting exemptions from various provisions of the 1940 Act and the rules thereunder to Participant Accounts supporting variable life insurance policies to the extent necessary to permit them to hold Trust Shares when Trust share also are sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and other Qualified Persons (as defined in Section 2.8 hereof). The SEC Order is conditioned upon the Trust and each Participating Insurance Company complying with conditions and undertakings substantially as provided in this Article VIII. The Trust will not enter into a participation agreement with any other Participating Insurance Company unless it imposes the same conditions and undertakings on that company as are imposed on the Company pursuant to this Article VIII.

8.2.      Company Monitoring Requirements.   The Company will monitor its operations and those of the Trust for the purpose of identifying any material irreconcilable conflicts or potential material irreconcilable conflicts between or among the interests of Participating Plans, Product Owners of variable life insurance policies and Product Owners of variable annuity contracts.

8.3.      Company Reporting Requirements.   The Company shall report any conflicts or potential conflicts to the Trust Board and will provide the Trust Board, at least annually, with all information reasonably necessary for the Trust Board to consider any issues raised by such existing or potential conflicts or by the conditions and undertakings required by the Exemptive Order. The Company also shall assist the Trust Board in carrying out its obligations including, but not limited to: (a) informing the Trust Board whenever it disregards Contract Owner voting instructions with respect to variable life insurance policies, and (b) providing such other information and reports as the Trust Board may reasonably request. The Company will carry out these obligations with a view only to the interests of Contract Owners.

8.4.      Trust Board Monitoring and Determination.   The Trust Board shall monitor the Trust for the existence of any material irreconcilable conflicts between or among the interests of Participating Plans, Product Owners of variable life insurance policies and Product Owners of variable annuity contracts and determine what action, if any, should be taken in response to those conflicts. A majority vote of Trustees who are not interested persons of the Trust as defined in the 1940 Act (the “disinterested trustees”) shall represent a conclusive determination as to the existence of a material irreconcilable conflict between or among the interests of Product Owners and Participating Plans and as to whether any proposed action adequately remedies any material irreconcilable conflict. The Trust Board shall give prompt written notice to the Company and Participating Plan of any such determination. Minutes of the meetings of the Trust Board, or

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other appropriate records of the Trust, shall record all reports received by the Board regarding such conflicts and all actions taken by the Board in response.

8.5.      Undertaking to Resolve Conflict.   In the event that a material irreconcilable conflict of interest arises between Product Owners of variable life insurance policies or Product Owners of variable annuity contracts and Participating Plans, the Company will, at its own expense, take whatever action is necessary to remedy such conflict as it adversely affects Contract Owners up to and including: (1) establishing a new registered management investment company, and (2) withdrawing assets from the Trust attributable to reserves for the Contracts subject to the conflict and reinvesting such assets in a different investment medium (including another Fund) or submitting the question of whether such withdrawal should be implemented to a vote of all affected Contract Owners, and, as appropriate, segregating the assets supporting the Contracts of any group of such owners that votes in favor of such withdrawal, or offering to such owners the option of making such a change. The Company will carry out the responsibility to take the foregoing action with a view only to the interests of Contract Owners.

8.6.      Withdrawal.   If a material irreconcilable conflict arises because of the Company’s decision to disregard the voting instructions of Contract Owners of variable life insurance policies and that decision represents a minority position or would preclude a majority vote at any Fund shareholder meeting, then, if Trust Board so requests, the Company will redeem the shares of the Trust to which the disregarded voting instructions relate and terminate this Agreement with respect to the Account through which such Contracts were issued. No charge or penalty, however, will be imposed in connection with such a redemption.

8.7.      Expenses Associated with Remedial Action.   In no event shall the Trust be required to bear the expense of establishing a new funding medium for any Contract. The Company shall not be required by this Article VIII to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contract Owners materially adversely affected by the irreconcilable material conflict.

8.8.      Successor Rules.   If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provisions of the 1940 Act or the rules promulgated thereunder with respect to mixed and shared funding on terms and conditions materially different from those contained in the SEC Order, then: (a) the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, or Rule 6e-3, as adopted, as applicable, to the extent such rules are applicable, and (b) Sections 8.2 through 8.7 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

8.9.      Money Market Fund.   The Company acknowledges and agrees that the Trust’s failure to maintain a constant net asset value per share for the Money Market Fund Class of Trust Shares, will not give rise to a material irreconcilable material conflict between the interests Contract Owners or any class of Contract Owners and the interests of any other class of Product Owners, or Product Owners generally.

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ARTICLE IX

Indemnification

9.1.      Indemnification by the Company.   The Company hereby agrees to, and shall, indemnify and hold harmless the Trust, the Distributor and each person who controls or is affiliated with the Trust or the Distributor within the meaning of such terms under the 1933 Act or 1940 Act (but not any other Participating Insurance Companies or Qualified Persons) and any officer, trustee, partner, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities:

(a)      arise out of or are based upon any untrue statement of any material fact or alleged untrue statement of material fact contained in a Contract Registration Statement, Contract Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Trust or the Distributor for use in a Contract Registration Statement, Contract Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust Shares; or

(b)      arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust Registration Statement, any Prospectus for Series or Classes or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust or Distributor in writing by or on behalf of the Company; or

(c)      arise out of or are based upon any wrongful conduct of, or violation of Applicable Law by, the Company or persons under its control or subject to its authorization, including without limitation, any broker-dealers or agents authorized to sell the Contracts, with respect to the sale, marketing or distribution of the Contracts or Trust Shares, including, without limitation, any impermissible use of broker-only material,

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unsuitable or improper sales of the Contracts or unauthorized representations about the Contracts or the Trust; or

(d)      arise as a result of any material failure by the Company or persons under its control (or subject to its authorization) to provide services, furnish materials or make payments as required under this Agreement; or

(e)      arise out of any material breach by the Company or persons under its control (or subject to its authorization) of this Agreement; or

(f)      any breach of any warranties contained in Article III hereof, any failure to transmit a request for redemption or purchase of Trust Shares or payment therefor on a timely basis in accordance with the procedures set forth in Article II, or any unauthorized use of the names or trade names of the Trust or the Distributor.

This indemnification is in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage, expense or liability is caused by the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

9.2.      Indemnification by the Trust.   The Trust hereby agrees to, and shall, indemnify and hold harmless the Company and each person who controls or is affiliated with the Company within the meaning of such terms under the 1933 Act or 1940 Act and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities:

(a)      arise out of or are based upon any untrue statement of any material fact or alleged untrue statement of material fact contained in the Trust Registration Statement, any Prospectus for Series or Classes or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust Shares; or

(b)      arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in a Contract Registration Statement, Contract

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Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or

(c)      arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust Shares; or

(d)      arise as a result of any material failure by the Trust to provide services, furnish materials or make payments as required under the terms of this Agreement; or

(e)      arise out of any material breach by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof);

it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or otherwise or as to which the Company failed to inform the Trust in accordance with Section 4.9 hereof. This indemnification is in addition to any liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

9.3.      Indemnification by the Distributor.   The Distributor hereby agrees to, and shall, indemnify and hold harmless the Company and each person who controls or is affiliated with the Company within the meaning of such terms under the 1933 Act or 1940 Act and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities:

(a)      arise out of or are based upon any untrue statement of any material fact or alleged untrue statement of material fact contained in the Trust Registration Statement, any Prospectus for Series or Classes or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for

27

the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust Shares; or

(b)      arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in a Contract Registration Statement, Contract Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company; or

(c)      arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust Shares; or

(d)      arise as a result of any material failure by the Distributor or persons under its control to provide services, furnish materials or make payments as required under the terms of this Agreement; or

(e)      arise out of any material breach by the Distributor or persons under its control of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof);

it being understood that in no way shall the Distributor be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or otherwise or as to which the Company failed to inform the Distributor in accordance with Section 4.9 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

9.4.      Rule of Construction.   It is the parties’ intention that, in the event of an occurrence for which the Trust has agreed to indemnify the Company, the Company shall seek indemnification from the Trust only in circumstances in which the Trust is entitled to seek indemnification from a third party with respect to the same event or cause thereof.

9.5.      Indemnification Procedures.   After receipt by a party entitled to indemnification (“indemnified party”) under this Article IX of notice of the commencement of any action, if a claim in respect thereof is to be made by the indemnified party against any person obligated to provide indemnification under this Article IX (“indemnifying party”), such indemnified party will notify the indemnifying party in writing of the commencement thereof as soon as practicable thereafter, provided that the omission to so notify the indemnifying party will not relieve it from any liability under this Article IX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. The indemnifying party, upon the request of the indemnified

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party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of this Agreement.

ARTICLE X

Relationship of the Parties; Termination

10.1.      Relationship of Parties.   The Company is to be an independent contractor vis-a-vis the Trust, the Distributor, or any of their affiliates for all purposes hereunder and has no authority to act for or represent any of them (except to the limited extent the Company acts as agent of the Trust pursuant to Section 2.3(a) of this Agreement). In addition, no officer or employee of the Company shall be deemed to be an employee or agent of the Trust, Distributor, or any of their affiliates. The Company does not act as an “underwriter” or “distributor” of Trust Shares, as those terms variously are used in the 1940 Act, the 1933 Act, and rules and regulations thereunder. Likewise, the Company is not a “transfer agent” of the Trust as that term is used in the 1934 Act and rules thereunder. Consistent with the foregoing, the Company is not a “transfer agent” or “administrator” to the Trust as those terms are referenced in Rule 38a-1 under the 1940 Act.

10.2.      Non-Exclusivity and Non-Interference.   The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust Shares may be sold to other insurance companies and investors (subject to Section 2.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X:

(a)      the Company shall promote the Trust and the Funds made available hereunder on the same basis as other funding vehicles available under the Contracts;

(b)      the Company shall not, without prior notice to the Distributor (unless otherwise required by Applicable Law), take any action to operate Schedule 1 Account as a management investment company under the 1940 Act;

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(c)      the Company shall not, without the prior written consent of the Distributor (unless otherwise required by Applicable Law), solicit, induce or encourage Contract Owners to change or modify the Trust to change the Trust’s distributor or investment adviser, to transfer or withdraw Contract Values allocated to a Fund, or to exchange their Contracts for contracts not allowing for investment in the Trust;

(d)      the Company shall not substitute another investment company for one or more Funds without providing: (i) written notice to the Distributor at least 120 days in advance of such substitution; and (ii) copies of any application by the Company to the SEC seeking approval of such substitution as required by Section 4.13 of this Agreement; and

(e)      the Company shall not redeem Trust Shares attributable to Contract Owner investments except as necessary to facilitate Contract Owner transactions, payment of expenses by Accounts, and routine Contract processing, or as permitted by any SEC order issued pursuant to Section 26(c) of the 1940 Act.

10.3.      Termination of Agreement.   This Agreement shall not terminate until: (a) the Trust is dissolved, liquidated, or merged into another entity, or (b) as to any Fund that has been made available hereunder, the Account no longer invests in that Fund and the Company has confirmed in writing to the Distributor, if so requested by the Distributor, that it no longer intends to invest in such Fund. However, certain obligations of, or restrictions on, the parties to this Agreement may terminate as provided in Sections 10.4 through 10.6 and the Company may be required to redeem Trust Shares pursuant to Section 10.7 or in the circumstances contemplated by Article VIII. Articles III and IX and Section 10.8 shall survive any termination of this Agreement.

10.4.      Termination of Offering of Trust Shares.   The obligation of the Trust and the Distributor to make Trust Shares available to the Company for purchase pursuant to Article II of this Agreement shall terminate at the option of the Distributor upon written notice to the Company as provided below:

(a)      upon institution of formal proceedings against the Company, or the Distributor’s reasonable determination that institution of such proceedings is being considered by FINRA, the SEC, the insurance commission of any state or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the operation of the Account, the administration of the Contracts or the purchase of Trust Shares, or an expected or anticipated ruling, judgment or outcome which would, in the Distributor’s reasonable judgment exercised in good faith, materially impair the Company’s or Trust’s ability to meet and perform the Company’s or Trust’s obligations and duties hereunder, such termination effective upon 15 days prior written notice;

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(b)      in the event any of the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law, such termination effective immediately upon receipt of written notice;

(c)      if the Distributor shall determine, in its sole judgment exercised in good faith, that either (1) the Company shall have suffered a material adverse change in its business or financial condition or (2) the Company shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of either the Trust or the Distributor, such termination effective upon 30 days prior written notice;

(d)      if the Distributor suspends or terminates the offering of Trust Shares of any Series or Class to all Participating Investors or only designated Participating Investors, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Distributor acting in good faith, suspension or termination is necessary in the best interests of the shareholders of any Series or Class (i.e., Product Owners indirectly invested in any Series or Class), such notice effective immediately upon receipt of written notice, it being understood that a lack of Participating Investor interest in a Series or Class may be grounds for a suspension or termination as to such Series or Class and that a suspension or termination shall apply only to the specified Series or Class;

(e)      upon the Company’s assignment of this Agreement (including, without limitation, any transfer of the Contracts or the Account to another insurance company pursuant to an assumption reinsurance agreement) unless the Trust consents thereto, such termination effective upon 30 days prior written notice;

(f)      if the Company is in material breach of any provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within 15 days after written notice of such breach has been delivered to the Company, such termination effective upon expiration of such 15 day period; or

(g)      upon the determination of the Trust’s Board to dissolve, liquidate or merge the Trust as contemplated by Section 10.3(a), upon termination of the Agreement pursuant to Section 10.3(b), or upon notice from the Company pursuant to Section 10.5 or 10.6, such termination pursuant hereto to be effective upon 15 days prior written notice.

Except in the case of an option exercised under clause (b), (d) or (g), the obligations shall terminate only as to Contracts issued after the exercise of the option and the Distributor shall continue to make Trust Shares available to the extent necessary to permit owners of Contracts in effect on the effective date of such termination (hereinafter referred to as “Existing Contracts”) to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts.

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10.5.      Termination of Investment in a Fund.   The Company may elect to cease investing in a Fund, promoting a Fund as an investment option under the Contracts, or withdraw its investment or the Account’s investment in a Fund, subject to compliance with Applicable Law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below):

(a)      the Trust informs the Company pursuant to Section 4.9 that it will not cause such Fund to comply with investment restrictions as requested by the Company and the Trust and the Company are unable to agree upon any reasonable alternative accommodations;

(b)      shares in such Fund are not reasonably available to meet the requirements of the Contracts as determined by the Company (including any non-availability as a result of notice given by the Distributor pursuant to Section 10.4(d)), and the Distributor, after receiving written notice from the Company of such non-availability, fails to make available, within 10 days after receipt of such notice, a sufficient number of shares in such Fund or an alternate Fund to meet the requirements of the Contracts;

(c)      such Fund fails to meet the diversification requirements specified in Section 817(h) of the Code and any regulations thereunder and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; or

(d)      such Fund fails to qualify as a regulated investment company under Sub-Section 851 of the Code, or any successor provision, or if the Company reasonably believes that the Fund may fail to so qualify and the Trust, upon written request, fails to provide reasonable assurance that it will correct the failure within 30 days.

Such termination shall apply only as to the affected Fund and shall not apply to any other Fund in which the Company or the Account invests.

10.6.      Termination of Investment in the Trust.   The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Accounts’ investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below):

(a)      upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the FINRA, the SEC or any state securities or insurance commission or any other regulatory body; or

(b)      if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be.

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10.7.      Company Required to Redeem.   The parties understand and acknowledge that it is essential for compliance with Section 817(h) of the Code that the Contracts qualify as annuity contracts or life insurance policies, as applicable, under the Code. Accordingly, if any of the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Trust reasonably believes that any such Contracts may fail to so qualify, the Trust shall have the right to require the Company to redeem Trust Shares attributable to such Contracts upon notice to the Company and the Company shall so redeem such Trust Shares in order to ensure that the Trust complies with the provisions of Section 817(h) of the Code applicable to ownership of Trust Shares. Notice to the Company shall specify the period of time the Company has to redeem the Trust Shares or to make other arrangements satisfactory to the Trust and its counsel, such period of time to be determined with reference to the requirements of Section 817(h) of the Code. In addition, the Company may be required to redeem Trust Shares pursuant to action taken or request made by the Trust Board in accordance with the Exemptive Order described in Article VIII or any conditions or undertakings set forth or referenced therein, or other SEC rule, regulation or order that may be adopted after the date hereof. The Company agrees to redeem shares in the circumstances described herein and to comply with applicable terms and provisions. Also, in the event that the Distributor suspends or terminates the offering of a Series or Class pursuant to Section 10.4(d) of this Agreement, the Company, upon request by the Distributor, will cooperate in taking appropriate action to withdraw the Account’s investment in the respective Fund.

10.8.      Confidentiality.   All “Confidential Information” (as defined in this section) supplied by one party to the another party in connection with the negotiation or carrying out of this Agreement shall remain the property of the party providing such information and shall be kept confidential by the receiving party or parties except: (a) as may be required by Applicable Law, (b) as authorized in writing by the party providing the information, or (c) in the event that such information is otherwise made public. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Confidential Information means (individually or collectively) proprietary information of the parties to this Agreement, including but not limited to, their inventions, “know-how”, trade secrets, business affairs, prospect lists, product designs, product plans, business strategies, finances, fee structures, etc. Without limiting the generality of the foregoing, Confidential Information includes: (a) information that the disclosing party designates in writing is confidential or proprietary, (b) any non-public personal information or personally identifiable financial information about any Contract Owner or prospective Contract Owner, and (c) information that a reasonable business-person would assume to be confidential or proprietary. Notwithstanding the foregoing, Confidential Information does not include information provided by the Company to the Distributor pursuant to section 2.9 of this Agreement.

10.9.      Force Majeure.   None of the parties to this Agreement shall be liable to the other for any and all losses, damages, costs, charges, counsel fees, payments, expenses or liability due to any failure, delay or interruption in performing its obligations under this Agreement, and without the fault or negligence of such party, due to causes or conditions beyond its control including, without limitation, labor disputes, strikes (whether legal or illegal), lock outs (whether legal or

33

illegal), civil commotion, riots, war and war-like operations including acts of terrorism, embargoes, epidemics, invasion, rebellion, hostilities, insurrections, explosions, floods, unusually severe weather conditions, earthquakes, military power, sabotage, governmental regulations or controls, failure of power, fire or other casualty, accidents, national or local emergencies, boycotts, picketing, slow-downs, work stoppages, acts of God or natural disasters, provided that such failure or delay was not capable of mitigation pursuant to a prudent business continuity, disaster recovery or similar program.

ARTICLE XI

Applicability to New Accounts and New Contracts

The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect, as appropriate, changes in or relating to the Contracts, any Series or Class, additions of new classes of Contracts to be issued by the Company and Accounts therefor investing in the Trust. Such amendments may be made effective by executing the form of amendment included on each schedule attached hereto. The provisions of this Agreement shall be equally applicable to each such class of Contracts, Series, Class or Account, as applicable, effective as of the date of amendment of such Schedule, unless the context otherwise requires. The parties to this Agreement may amend this Agreement from time to time by written agreement signed by all of the parties.

ARTICLE XII

Notice, Request or Consent

Any notice, request or consent to be provided pursuant to this Agreement is to be made in writing and shall be given:

If to the Trust:

Caroline Kraus

Secretary

Goldman Sachs Variable Insurance Trust

200 West Street

New York, NY 10282

If to the Distributor:

Sara Cunningham

Goldman Sachs & Co.

32 Old Slip, 31^st Floor

New York, NY 10005

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If to the Company:

Beverly Byrne

Chief Legal Officer, Financial Services

Great-West Life & Annuity Insurance Company

8525 E. Orchard Road, 2T3

Greenwood Village, CO 80111

or at such other address as such party may from time to time specify in writing to the other party. Each such notice, request or consent to a party shall be sent by registered or certified United States mail with return receipt requested or by overnight delivery with a nationally recognized courier, and shall be effective upon receipt. Notices pursuant to the provisions of Article II may be sent by facsimile to the person designated in writing for such notices.

ARTICLE XIII

Miscellaneous

13.1.      Interpretation.   This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the state of Delaware, without giving effect to the principles of conflicts of laws, subject to the following rules:

(a)      This Agreement shall be subject to Applicable Law and the terms hereof shall be limited, interpreted and construed in accordance therewith.

(b)      The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

(c)      If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

(d)      The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

13.2.      Counterparts.   This Agreement may be executed simultaneously in two or more counterparts, each of which together shall constitute one and the same instrument.

13.3.      No Assignment.   Neither this Agreement nor any of the rights and obligations hereunder may be assigned by the Company, the Distributor or the Trust without the prior written consent of the other parties.

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13.4.      Declaration of Trust.   A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the state of Delaware, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as trustees, and is not binding upon any of the Trustees, officers or shareholders of the Trust individually, but binding only upon the assets and property of the Trust. No Series of the Trust shall be liable for the obligations of any other Series of the Trust.

13.5.       Arbitration.   To the extent that arbitration is required by law, any controversy or claim between or among the parties arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (or in a forum required by law) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the same. If arbitration is not required by law, then this provision will not apply.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized officer on the date specified below.

	GOLDMAN SACHS VARIABLE INSURANCE TRUST             (Trust)
Date: 4/25/13	By:	/s/ Greg R. Wilson
		Name: Greg R. Wilson
		Title: Managing Director

	GOLDMAN, SACHS & CO.             (Distributor)
Date: 4/25/13	By:	/s/ Greg R. Wilson
		Name: Greg R. Wilson
		Title: Managing Director

	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY             (Company)
Date: 4/19/13	By:	/s/ Ron Laeyendecker
		Name:
		Title:

	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK             (Company)
Date: 4/22/13	By:	/s/ Sara Richman
		Name:
		Title:

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SCHEDULE 1

Schedule 1A

Separate Accounts of the Company Registered Under the 1940 Act as Unit Investment Trusts

  The following separate accounts of the Company are subject to the Agreement:

Name of Account	Date Established by Board of Directors of the Company	SEC 1940 Act Registration Number	Type of Product Supported by Account
COLI VUL 2 Series Account	11/25/97	811-09201	Variable Life Insurance
COLI VUL 4 Series Account of GWLA	11/25/97	811-22105	Variable Life Insurance
COLI VUL-2 Series Account of GWLA NY	2/14/2006	811-22091	Variable Life Insurance
COLI VUL-4 Series Account of GWLA NY	6/4/2007	811-22102	Variable Life Insurance

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Schedule 1B

Variable Annuity Contracts and Variable Life Insurance Contracts Registered Under the

Securities Act of 1933

  The following Contracts are subject to the Agreement:

Name of Contract	Available Funds/Share Classes	1933 Act Registration Number	Type of Product Supported by Account
J355	All Series of Goldman Sachs Variable Insurance Trust (Service and Institutional Shares)	333-70963	Variable Life Insurance
J500	All Series of Goldman Sachs Variable Insurance Trust (Service and Institutional Shares)	333-144503	Variable Life Insurance
J355-NY	All Series of Goldman Sachs Variable Insurance Trust (Service and Institutional Shares)	333-145333	Variable Life Insurance
J500-NY	All Series of Goldman Sachs Variable Insurance Trust (Service and Institutional Shares)	333-146241	Variable Life Insurance

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SCHEDULE 2

Schedule 2A

Separate Accounts of the Company Excluded From the Definition of an Investment

Company as Provided for by Section 3(c)(11) of the 1940 Act

  The following separate accounts of the Company are subject to the Agreement:

Name of Account	Date Established by Board of Directors of the Company	Type of Product Supported by Account
		Variable Annuity
		Variable Annuity
		Variable Annuity
		Variable Life Insurance

Schedule 2B

Variable Annuity Contracts and Variable Life Insurance Contracts Not Registered Under

the Securities Act of 1933 in Reliance Upon Section 3(a)(2) of the Act

  The following Contracts are subject to the Agreement:

Name of Contract	Available Funds/Share Classes	Group or Individual	Type of Product Supported by Account
		Group	Variable Annuity
		Group	Variable Annuity
		Individual	Variable Annuity
		Group	Variable Life Insurance

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EX-99.N.1

Exhibit (n)(1)

Jorden Burt LLP
1025 Thomas Jefferson Street, N.W.	777 Brickell Avenue, Suite 500
Suite 400 East	Miami, Florida 33131-2803
Washington, D.C. 20007-5208	(305) 371-2600
(202) 965-8100	Fax:  (305) 372-9928
Fax:  (202) 965-8104
	175 Powder Forest Drive
	Suite 301
	Simsbury, CT 06089-9658
	(860) 392-5000
	Fax:  (860) 392-5058

April 25, 2013

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

Re: COLI VUL-2 Series Account

Post-Effective Amendment No. 27 to Registration Statement on Form N-6

File Nos. 333-70963 and 811-09201

Ladies and Gentlemen:

We have acted as counsel to Great-West Life & Annuity Insurance Company, a Colorado corporation, regarding the federal securities laws applicable to the issuance and sale of the policies described in the above-referenced registration statement. We hereby consent to the reference to our name under the caption “Legal Matters” in the prospectus filed as part of the above-referenced registration statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/Jorden Burt LLP

Jorden Burt LLP

JORDEN BURT LLP

www.jordenusa.com

EX-99.N.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment No. 27 to Registration Statement No. 333-70963 of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company on Form N-6 of our report dated March 29, 2013 on the financial statements and financial highlights of each of the investment divisions of COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company and of our report dated February 28, 2013 on the consolidated financial statements and financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries (which report expresses an unqualified opinion on the financial statements and financial statement schedule and includes an explanatory paragraph referring to the retrospective adoption of a change in accounting for costs associated with acquiring or renewing insurance contracts), both appearing in the Statement of Additional Information which is part of such Registration Statement.

We also consent to the reference to us as experts under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

April 26, 2013